GATEWAY MINING LIMITED

ACN 008 402 391

Notice of Annual General Meeting

TIME: 10:00am (AEDT) DATE: 9 March 2018 PLACE: Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia

This Notice of Meeting and the attached Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this notice please do not hesitate to contact the Company Secretary on +61 2 8316 3998.

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Venue ........................................................................................................................................3
Voting in person ........................................................................................................................................3
Voting by proxy ........................................................................................................................................3
NOTICE OF MEETING ..................................................................................................................................4
ORDINARY BUSINESS ................................................................................................................................4
1.RECEIPT OF FINANCIAL REPORTS AND REPORTS OF DIRECTORS AND AUDITOR .....................4
2.RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT ..............................................................4
3. RESOLUTION 2 – 10% PLACEMENT CAPACITY ..................................................................................5
4. RESOLUTION 3 – ELECTION OF DIRECTOR ........................................................................................5
5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO A DIRECTOR IN LIEU OF DEBTS ...............5
6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO RELATED CREDITORS ...............................6
7. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO A DIRECTOR IN LIEU OF DEBTS ...............6
8. RESOLUTION 7 – APPROVAL TO ISSUE SHARES TO UNRELATED CREDITORS ..........................6
9. RESOLUTION 8 – APPROVAL FOR ISSUE OF SHARES FOR OMNI PROJECTS ACQUISITION .....7
10. RESOLUTION 9 – APPROVAL FOR ISSUE OF OPTIONS TO MR PETER LANGWORTHY .............7
11. RESOLUTION 10 – ADOPTION OF NEW CONSTITUTION .................................................................8
12. OTHER BUSINESS .................................................................................................................................8
EXPLANATORY STATEMENT ................................................................................................................. 10
ENQUIRIES ..................................................................................................................................... 26
GLOSSARY ..................................................................................................................................... 27
SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS .................................................................... 29
ANNEXURE A – PROXY FORM – GATEWAY MINING LIMITED............................................................ 32
CORPORATE DIRECTORY ...................................................................................................................... 34

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TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Meeting of the Shareholders of Gateway Mining Limited ACN 008 402 391 (ASX: GML) ( Company ) to which this Notice relates, will be held at 10:00 am (AEDT) on 9 March 2018 at Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia.

Voting in person

To vote in person, you will be required to attend the Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed proxy form and return by:

(a) post, to GPO Box 225, Sydney NSW 2001 Australia; or
(b) facsimile, to the Company on facsimile number +61 2 8316 3999,

so that it is received not later than 10:00 am (AEDT) on 7 March 2018.

Proxy forms received later than this time will be invalid.

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NOTICE OF MEETING

Notice is given that the Meeting of Shareholders will be held at 10:00 am (AEDT) on 9 March 2018 at Level 15, 1 O’Connell Street, Sydney NSW 2000 Australia.

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the proxy form are part of this Notice.

The Directors have determined, pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that the persons eligible to vote at the Meeting are those who are registered shareholders of the Company at 7:00 pm (AEDT) on 7 March 2018.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. 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 2017, together with the declaration of Directors, the Remuneration Report and the Report of the Directors and the Auditor, which relate to the Financial Reports.

A copy of the 2017 Annual Report may be obtained from the Company’s website at www.gatewaymining.com.au.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To consider, and if thought fit, pass with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act 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 2017, prepared in accordance with section 300A of the Corporations Act”

Please note that in accordance with section 250R(3) of the Corporations Act, the votes cast on this Resolution are advisory only and do not bind the Company nor the Directors.

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 1 by any person who is a member of the Key Management Personnel, details of whose remuneration is considered in the Remuneration Report or any person who is an Associate of those persons.

However, the Company need not disregard a vote on this Resolution 1 if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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3. RESOLUTION 2 – 10% PLACEMENT CAPACITY

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

“That, for the purposes of 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 issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in Section 2 of the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 2 by any person (and any Associates of such a person) who may participate in the 10% placement issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 2 is passed. As at the date of this Notice of Meeting the Company has no specific plans to issue Equity Securities pursuant to ASX Listing Rule 7.1A and therefore it is not known who (if any) may participate in a potential (if and) issue of Equity Securities under ASX Listing Rule 7.1A.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 3 – ELECTION OF DIRECTOR

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

“That for the purposes of Listing Rule 14.4 and for all other purposes, Mr Gary Franklin, being a NonExecutive Director who was appointed by the Board on 29 April 2016 as an additional Director, and being eligible offers himself for election, is elected as a Director”.

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 3 by Gary Franklin or his Associates.

However, the Company need not disregard a vote on this Resolution 3 if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO A DIRECTOR IN LIEU OF DEBTS

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue a maximum of 17,333,333 Shares to Mr Trent Franklin, the Non-Executive Chairman of the Company, or his nominee, at $0.012 per Share in lieu of outstanding debts in relation to a loan facility provided to the Company by Mr Franklin, on the terms and conditions contemplated in Section 4 of the Explanatory Statement.”

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Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 4 by any Mr Franklin and any of his Associates.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO RELATED CREDITORS

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue of a maximum 10,333,333 Shares to Enrizen Capital Pty Limited (or its nominees), an entity related to Trent Franklin in lieu of outstanding advisory fees, on the terms and conditions contemplated in Section 5 of the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 5 by Enrizen Capital Pty Limited, Mr Franklin, and any of their Associates.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO A DIRECTOR IN LIEU OF DEBTS

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue a maximum of 33,166,667 Shares to Mr Andrew Bray, the Managing Director of the Company, or his nominee, at $0.012 per Share in lieu of outstanding debts in relation to a loan facility provided to the Company by Mr Bray, on the terms and conditions contemplated in Section 6 of the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 6 by Mr Bray and any of his Associates.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. RESOLUTION 7 – APPROVAL TO ISSUE SHARES TO UNRELATED CREDITORS

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the issue of 14,166,667 Shares to unrelated creditors of the Company (or their nominees), on the terms and conditions contemplated in Section 8 of the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 7 by any person who may participate in the issue of Shares considered under Resolution 7 as described in Section 7 of the Explanatory Statement, any other person who may obtain a benefit as a result of the passing of Resolution 7 (other than a benefit solely in the capacity as a security holder), and any Associate of any of the foregoing persons.

However, the Company need not disregard a vote on this Resolution 7 if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 8 – APPROVAL FOR ISSUE OF SHARES FOR OMNI PROJECTS ACQUISITION

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 125,000,000 Shares to the Shareholders of Omni Projects, pursuant to the terms of the Heads of Agreement, and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution 8 by any person who participate in the issue of Shares considered under Resolution 8 as described in Section 8 of the Explanatory Statement, and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed, and any person who is an Associate of those persons.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

10. RESOLUTION 9 – APPROVAL FOR ISSUE OF OPTIONS TO MR PETER LANGWORTHY

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 20,000,000 Options to Mr Peter Langworthy (a proposed Director of the Company), or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 9 by Mr Langworthy and any of his Associates.

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However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

11. RESOLUTION 10 – ADOPTION OF NEW CONSTITUTION

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

“That, in accordance with section 136 of the Corporations Act, and for all other purposes, Shareholder approval is given for the Company to repeal its existing constitution and adopt a new constitution tabled at the Meeting and signed by the Chairman of the Meeting for the purposes of identification, be adopted as the constitution of the Company in place of the current constitution, with effect from the close of the Meeting”

Voting Exclusion: There is no voting exclusion for this Resolution 10.

12. OTHER BUSINESS

To consider any other business that may be validly brought before the Meeting.

DATED: 7 February 2018

BY ORDER OF THE BOARD

GARY FRANKLIN COMPANY SECRETARY AND NON-EXECUTIVE DIRECTOR GATEWAY MINING LIMITED

ENTITLEMENT TO VOTE

Who may vote?

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), 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 7:00 pm (AEDT) on 7 March 2018 ( Entitlement Time ).

All holders of ordinary shares in the Company as at the Entitlement Time are entitled to attend and vote at the Meeting.

Transactions registered after that time will be disregarded in determining a shareholder's entitlement to attend and vote at the Meeting.

PROXIES

Please note that:

(a) a shareholder of the Company who is entitled to attend and cast a vote at the Meeting has a right to appoint a proxy;

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(b) the appointment may specify the proportion or number of votes that the proxy may exercise;
(c) a shareholder who is entitled to cast two or more votes at the Meeting may appoint two proxies and must specify the proportional number of votes each proxy is appointed to exercise;
(d) if the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise half the votes;
(e) a proxy need not be a shareholder of the Company;
(f) if a shareholder wishes to appoint two proxies, they should contact the Company for another proxy form; and
(g) unless the shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.

If a shareholder wishes to appoint a proxy, they should complete the attached ‘Appointment of Proxy’ form 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 shareholder or his or her attorney duly authorised in writing or, if the shareholder 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 .

If any attorney or authorised officer signs the proxy form on behalf of a shareholder, 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 Meeting (i.e. by no later than 10:00 am (AEDT) on 7 March 2018) by delivering the proxy form to one of the addresses as follows:

Registered Office : Level 11, 52 Phillip Street Sydney NSW 2000, Australia

Mailing Address : Facsimile transmission to : GPO Box 225 Within Australia: (02) 8316 3999 Sydney NSW 2001 International: +61 2 8316 3999 Australia

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 before he or she will be permitted to vote.

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EXPLANATORY STATEMENT

This Explanatory Statement is included in and forms part of the Notice of Meeting. It contains background information pertaining to the Resolutions to be considered at the Meeting as well as information required to be given to Shareholders under the Listing Rules in relation to the Resolutions.

It is given to Shareholders to help them determine how to vote on the Resolutions set out in the Notice of Meeting.

Shareholders should read this Explanatory Statement in full and in conjunction with the other sections of this Document, in order to gain a comprehensive understanding of the Resolutions proposed in the Notice of Meeting.

If you are in doubt about what to do in relation to a Resolution, you should consult your financial or other professional adviser.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 Background

The Annual Report for the year ended 30 June 2017 contains the Company’s Remuneration Report on pages 15 to 20. The Remuneration Report sets out the Company’s remuneration policies and reports the remuneration arrangements in place for the Directors of the Company.

The Corporations Act requires the agenda for the Annual General Meeting of a listed company to include a resolution for the adoptions of the Remuneration Report. The Corporations Act expressly provides that the vote on the resolution is advisory only and does not bind the Directors of the Company.

Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions and comment on the Remuneration Report.

1.2 Voting Exclusion Statement

A description of the persons not permitted to vote on Resolution 1, and whose votes will be disregarded if cast on Resolution 1, is set out in the Notice.

2. RESOLUTION 2 – 10% PLACEMENT CAPACITY

2.1 Requirement for Shareholder Approval under Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued capital through placements over a 12-month period, following approval at its Annual General Meeting ( 10% Placement Capacity ). This 10% Placement is in addition to the 15% placement capacity that a Company may utilise according to Listing Rule 7.1.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation

of less than A$300 million.

The Company is seeking Shareholder approval to enable the Company to issue Equity Securities under the 10% Placement Capacity. The exact number of Shares that may be issued by the Company pursuant to this Resolution 2 will be determined in accordance with Listing Rule 7.1A.2.

2.2 Required information under Listing Rule 7.3A

For the purpose of Listing Rule 7.3A, the Company gives the following details in relation to this Resolution 2:

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(a) Formula for calculating the 10% Placement Capacity:

The number of Equity Securities which the Company may issue pursuant to this Resolution 2 in accordance with Listing Rule 7.1A.2 may be 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 to issue:

(i) plus the number of fully paid ordinary shares issued in the previous 12 months under an exception in Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of fully paid shares issued in the previous 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 (which is not subject to shareholder approval);
(iv) less the number of fully paid ordinary shares cancelled in the previous 12 months.
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 issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 and 7.4.

(b) Issue price of securities

The minimum price at which Equity Securities are issued will not be less than 75% of the volume weighted average price of the Equity Securities in the same class, calculated or the 15 trading days on which trades were recorded at prior to:

(i) the date on which the Equity Securities are issued or agreed to be issued; or
(ii) if the Equity Securities are not issued within five trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(c) Risk of economic and voting dilution of ordinary securities holders

Any issue of Equity Securities under the 10% Placement will dilute the voting interests and may dilute the economic interests of Shareholders who do not receive Equity Securities under the issue.

The table below seeks to demonstrate the potential dilution of existing members from the issue of equity securities under the 10% Placement calculated in accordance with the formula in ASX Listing Rule 7.1A.2. The table considers the current number of shares on issue, the effect of a change in the number of shares on issue, and a variation in the issue price of shares (noting that shares may only be issued at up to a 25% discount based on the volume weighted average price of the shares calculated over the 15 trading days preceding the issue.)

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VOTING DILUTION

Number of shares on issue	Dilution variable	$0.0095 (50% decrease in current issue price)	$0.019 (current issue price)	$0.0285 (50% increase in current issue price)
318,422,962 (current)	Additional 10% shares issued	31,842,296	31,842,296	31,842,296
	Funds raised	$302,501.81	$605,003.62	$907,505.44
477,634,443 (50% increase)	Additional 10% shares issued	47,763,444	47,763,444	47,763,444
	Funds raised	$453,752.72	$907,505.44	$1,361,258.15
636,845,924 (100% increase)	Additional 10% shares issued	63,684,592	63,684,592	63,684,592
	Funds raised	$605,003.62	$1,210,007.25	$1,815,010.87

This tables makes the following assumptions:

(i) the current number of Shares on issue is the number of Shares on issue at as the date of this Notice;
(ii) the current issue price is the closing price of Shares on 7 February 2017, being the date before the day on which trading in the Company’s securities was suspended;
(iii) the Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity;
(iv) the calculations above do not show the dilution that any one Shareholder will be subject to - all Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances; and
(v) this table does not consider any dilution which may occur subject to ASX Listing Rule 7.1.

There is a risk that:

(i) the market price for the Company’s Equity Securities may be lower on the date of issue of the Equity Securities than on the date of the Annual General Meeting; and
(ii) the Equity Securities may be issued at a price which is at a discount to the market price for the Company’s Equity Securities on the issue date.

(d) Date approval will expire

The approval given pursuant to Resolution 2 will expire on the earlier of:

(i) 30 November 2018; or
(ii) the date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) or such longer period if allowed by the ASX.

(e) Purpose

The Company may issue Equity Securities under its 10% Placement for various purposes including the following:

(i) progression of the Company’s Gidgee Project;

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(ii) acquisition opportunities; and
(iii) general working capital purposes.

(f) Allocation policy

The allottees of the Equity Securities under the 10% Placement Capacity have not yet been determined, however, the Company may issue Equity Securities under the 10% Placement Capacity to current Shareholders or new investors or both. No recipients of Equity Securities under the 10% Placement Capacity will be related parties of the Company.

The Company will determine who will receive Equity Securities under the 10% Placement Capacity if and when it decides to utilise the 10% Placement Capacity, taking into consideration the following:

(i) the purpose of the issue;
(ii) alternative fund raising methods available;
(iii) the effect of the issue on the Company;
(iv) the circumstances of the Company, financial and otherwise;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (as applicable).

(g) Prior approval

The Company obtained approval at the 2016 AGM under Listing Rule 7.1A, however, the Company did not issue any Equity Securities pursuant to such approval since the 2016 AGM.

(h) Issues since 2016 AGM

The Company has not issued any Equity Securities since the 2016 AGM.

2.3 Voting Exclusion Statement

A description of the persons not permitted to vote on Resolution 2 and whose votes will be disregarded if cast on Resolution 2, is set out in the Notice.

2.4 Recommendation of Directors

Each Director recommends that Shareholders vote in favour of Resolution 2. Each Director confirms that he has no personal interest in the outcome of Resolution 2 other than in his capacity as a Shareholder or an Associate of a Shareholder.

3. RESOLUTION 3 – ELECTION OF GARY FRANKLIN

3.1 Background

Mr Gary Franklin was appointed to the Board of the Company as a non-executive director in April 2016. He has in excess of 30 years’ experience in Company Secretarial and Chief Financial Officer roles. He has previously worked with Wambo Coal Pty Ltd, Hartogen Energy Limited, United Collieries Pty Ltd and Mount Isa Mines Limited. He holds a Bachelor of Economics and is a Fellow of the Society of Certified Practicing Accountants. Mr Franklin was previously a non-executive director of listed entity Broad Investments Limited.

3.2 Requirement for Shareholder Approval

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Listing Rule 14.4 requires that a director (other than a managing director) of an ASX listed company must not hold office (without re-election) past the third annual general meeting following their appointment, or three years, whichever is longer. Listing Rule 14.5 also provides that an ASX listed company which has directors must hold an election of directors at each annual general meeting.

Accordingly, Shareholders are asked to consider and vote upon the election of Mr Gary Franklin as a Director of the Company.

3.3 Voting Exclusion Statement

A description of the persons not permitted to vote on Resolution 3, and whose votes will be disregarded if cast on Resolution 3, is set out in the Notice.

3.4 Recommendation of Directors

Each Director, other than Mr Gary Franklin, who has a personal interest in the outcome of Resolution 3, recommends that Shareholders vote IN FAVOUR of Resolution 3. Each Director, other than Mr Gary Franklin, confirms that he has no personal interest in the outcome of Resolution 3 other than in his capacity as a Shareholder or an Associate of a Shareholder.

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO TRENT FRANKLIN IN LIEU OF DEBTS

4.1 Background

Listing Rule 10.11 requires an ASX listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a related party, except if an exception to Listing Rule 10.11 is applicable.

The issue of Shares to related parties in lieu of outstanding director loans does not fall within any exception to Listing Rule 10.11. As such, Resolution 4 seeks under Listing Rule 10.11 for the proposed issue of the Shares to Mr Trent Franklin (the Non-Executive Chairman of the Company) in lieu of repayment of a loan facility provided by Mr Franklin to the Company in the amount of A$208,000.00 ( Franklin Loan ).

Listing Rule 7.1 approval is not required for the issue of the Shares to Mr Franklin as approval is being obtained under Listing Rule 10.11. Accordingly, and pursuant to Exception 14 to Listing Rule 7.1, the issue of Shares to Mr Franklin will not reduce the Company’s available placement capacity under Listing Rule 7.1 if Shareholder approval is obtained for Resolution 4.

Mr Franklin has agreed to be issued Shares in full repayment of the Franklin Loan, thereby allowing the Company to preserve its cash resources. Any further accrued debts owing to Mr Franklin will be paid in cash, unless otherwise agreed between Mr Franklin and the Company.

The amount of $208,000 to be repaid under the loan is to be satisfied by way of issue of 17,333,333 Shares, the subject of this Resolution 4.

4.2 Additional Disclosure

The following information in relation to the Shares proposed to be issued pursuant to Resolution 4 is provided to the Shareholders for the purposes of Listing Rule 10.13:

a) Name: the Shares the subject of Resolution 4 will be issued to Mr Trent Franklin (the Non-Executive Chairman of the Company), or his nominee.
b) Maximum Number of Equity Securities to be issued: the maximum number of Shares to be issued to Mr Trent Franklin (or his nominee) is 17,333,333.

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c) Issue Price: the Shares the subject of Resolution 4 will be issued for $0.012 each.
d) Date on which the Equity Securities will be issued: the Company will issue the Shares to Mr Franklin or his nominee within one month of the date of the Meeting.
e) Use of Funds: no funds will be raised from the issue of Shares as they are being issued in lieu of repayment of the Franklin Loan.

4.3 Voting Exclusion Statement

Particulars as to the persons not permitted to vote on Resolution 4, and whose votes will be disregarded if cast on Resolution 5, are set out in the Notice.

4.4 Recommendation of Directors

Each Director (with the exception of Mr Franklin) recommends that Shareholders vote in favour of Resolution 4. Each Director (with the exception of Mr Franklin) confirms that he has no personal interest in the outcome of Resolution 4.

5. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO RELATED CREDITORS

5.1 Background

The issue of Shares to Enrizen Capital Pty Ltd ( Enrizen Capital ) (a Company associated with Mr Trent Franklin, the Non-Executive Chairman of the Company) in lieu of advisory fees does not fall within any exception to Listing Rule 10.11. As such, Resolution 5 seeks Shareholder approval under Listing Rule 10.11 for the proposed issue of the Shares to Enrizen Capital in lieu of payment of outstanding advisory fees to the value of A$124,000.

Listing Rule 7.1 approval is not required for the issue of the Shares to Enrizen Capital as approval is being obtained under Listing Rule 10.11. Accordingly, and pursuant to Exception 14 to Listing Rule 7.1, the issue of Shares to Enrizen Capital Pty Ltd will not reduce the Company’s available placement capacity under Listing Rule 7.1 if Shareholder approval is obtained for Resolution 5.

Enrizen Capital has provided corporate advisory services relating to a number of the Company’s investments and potential investments and associated development activities. Enrizen Capital has agreed to be issued Shares in partial payment of its outstanding advisory fees to preserve cash its cash resources. Any further accrued fees will be paid to Enrizen Capital in cash.

5.2 Additional Disclosure

The following information in relation to the Shares proposed to be issued pursuant to Resolution 5 is provided to the Shareholders for the purposes of Listing Rule 10.13:

a) Name: the Shares the subject of Resolution 5 will be issued to Enrizen Capital Pty Limited (a company associated with Mr Franklin, a Director of the Company), or its nominee.
b) Maximum Number of Equity Securities to be Issued: the maximum number of Shares to be issued to Enrizen Capital (or its nominee) is 10,333,333.
c) Issue Price: t he Shares the subject of Resolution 6 will be issued for $0.012 each.

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d) Date on which the Equity Securities will be issued: the Company will issue the Shares to Enrizen Capital (or its nominee) within one month of the date of the Meeting.
e) Use of Funds: no funds will be raised from the issue of Shares as they are being used in lieu of payment of outstanding fees in relation to advisory services provided by Enrizen Capital.

5.3 Voting Exclusion Statement

Particulars as to the persons not permitted to vote on Resolution 5, and whose votes will be disregarded if cast on Resolution 5, are set out in the Notice.

5.4 Recommendation of Directors

Each Director (with the exception of Mr Franklin) recommends that Shareholders vote in favour of Resolution 5. Each Director (with the exception of Mr Franklin) confirms that he has no personal interest in the outcome of Resolution 5.

6. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO ANDREW BRAY IN LIEU OF DEBTS

6.1 Background

Listing Rule 10.11 requires an ASX listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a Related Party, except if an exception to Listing Rule 10.11 is applicable.

The issue of Shares to related parties in lieu of outstanding director loans does not fall within any exception to Listing Rule 10.11. As such, Resolution 6 seeks Shareholder approval under Listing Rule 10.11 for the proposed issue of the Shares to Mr Andrew Bray (Managing Director of the Company) in lieu of repayment of a loan facility provided by Mr Bray to the Company. The amount of the loan to be repaid by issue of Shares is $398,000.

Listing Rule 7.1 approval is not required for the issue of the Shares to Andrew Bray as approval is being obtained under Listing Rule 10.11. Accordingly, and pursuant to Exception 14 to Listing Rule 7.1, the issue of Shares to Andrew Bray will not reduce the Company’s available placement capacity under Listing Rule 7.1 if Shareholder approval is obtained for Resolution 6.

Mr Bray has agreed to be issued Shares in partial repayment of the loan to allow the Company to preserve its cash resources. Any amounts outstanding under the loan will be repaid to Mr Bray in cash at such time as agreed between Mr Bray and the Company.

The amount of $398,000 to be repaid under the loan is to be satisfied by way of issue of 33,166,667 Shares, the subject of this Resolution 6.

6.2 Additional Disclosure

The following information in relation to the Shares proposed to be issued pursuant to Resolution 6 is provided to the Shareholders for the purposes of Listing Rule 10.13:

a) Name: the Shares the subject of Resolution 6 will be issued to Mr Bray (the Managing Director of the Company), or his nominee.
b) Maximum Number of Equity Securities to be Issued: the maximum number of Shares to be issued to Mr Andrew Bray (or his nominee) is 33,166,667.
c) Issue Price: t he Shares the subject of Resolution 6 will be issued for $0.012 per Share.

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d) Date on which the Equity Securities will be issued: t he Company will issue the Shares to Mr Bray, or his nominee, within one month of the date of the Meeting.
e) Use of Funds: no funds will be raised from the issue of Shares as they are being issued in lieu of repayment of the loan.

6.3 Voting Exclusion Statement

Particulars as to the persons not permitted to vote on Resolution 6, and whose votes will be disregarded if cast on Resolution 6, are set out in the Notice.

6.4 Recommendation of Directors

Each Director (with the exception of Mr Bray) recommends that Shareholders vote in favour of Resolution 6. Each Director (with the exception of Mr Bray) confirms that he has no personal interest in the outcome of Resolution 6.

7. RESOLUTION 7 – APPROVAL TO ISSUE SHARES TO UNRELATED CREDITORS

7.1 Background

Resolution 7 seeks Shareholder approval for the issue of 14,166,667 Shares to creditors of the Company, all of whom are not Related Parties and whom have provided services to the Company for a number of purposes. Each of these creditors ( Unrelated Creditors ) have agreed to accept Shares in lieu of payment of fees, allowing the Company to preserve its cash resources.

7.2 Requirement for Shareholder Approval

Listing Rule 7.1 requires Shareholder approval for the proposed issue of securities in the Company where such issue may exceed the 15% Threshold. Further, Listing Rule 7.1 allows a company to maintain its capacity to issue securities under the 15% Threshold where it obtains shareholder approval prior to issuing securities.

Shareholder approval of an issue of securities under Listing Rule 7.1 enables the Company capacity to issue further securities up to the 15% Threshold, without additional Shareholder approval (but still subject to any other approval required under the Listing Rules).

Resolution 7 seeks Shareholder approval, under Listing Rule 7.1, for the issue of 14,166,667 Shares to the Unrelated Creditors (or their nominees), in lieu of payment for services provided to the Company.

7.3 Information required by Listing Rule 7.3

For the purpose of Listing Rule 7.3, the following information in relation to the Shares the subject of Resolution 7 is provided:

(a) Maximum number of securities to be issued: 14,166,667 Shares.
(b) Date of issue: the Company will issue the Shares the subject of this Resolution 7 by the date which is no later than three months from the date of the meeting
(c) Issue price and terms of issue: the Shares will be fully paid ordinary shares in the Company and issued at a deemed issue price of $0.012 per Share.
(d) Persons to whom securities will be issued: the Shares will be issued to creditors of the Company who are not Related Parties, or their nominees.

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(e) Use of funds: there will be no cash funds raised from the issue of Shares in accordance with Resolution 7.
(f) Issue date: The Company intends to issue the Shares the subject of this Resolution 7 on the day immediately after the date upon which Resolution 7 is duly approved.

7.4 Voting Exclusion Statement

A description of the persons not permitted to vote on Resolution 7, and whose votes will be disregarded if cast on Resolution 7, is set out in the Notice.

7.5 Recommendation of Directors

Each Director recommends that Shareholders vote IN FAVOUR of Resolution 7. Each Director confirms that he has no personal interest in the outcome of Resolution 7 other than in his capacity as a Shareholder or an Associate of a Shareholder.

8. RESOLUTION 8 – APPROVAL FOR ISSUE OF SHARES FOR PROPOSED ACQUISITION

8.1 Background

As announced on 22 December 2017, the Company has recently executed a heads of agreement ( HOA ) with Omni GeoX Pty Ltd ( Vendor ) to acquire all of the issued capital in Omni Projects Pty Ltd ( Omni Projects ), a West Australian mining company with substantial tenement interests which are proximally located and complementary to the Company’s Gidgee region project. A description of the Proposed Acquisition of Omni Projects is outlined in Section 8.2 below.

Resolution 8 seeks Shareholder approval under Listing Rule 7.1 for the issue of shares to the Vendors as consideration for the purchase by the Company of all the issued share capital in Omni Projects, being 125,000,000 Shares at an issue price of $0.012 per Share (fully paid up to A$1,500,000) ( Consideration Shares ).

The Consideration Shares are to be issued to the Vendor in consideration for the sale and transfer of its equity interest in Omni Projects. The Shares will be issued to the Vendor immediately prior to completion of the Proposed Acquisition.

The Vendor (either alone or in conjunction with its Associates) will not obtain a relevant interest in more than 20% of the issued capital of the Company on completion of the Proposed Acquisition.

8.2 Details of Transaction

On 22 December 2017, the Company announced it had executed a binding heads of agreement to acquire seven gold and base metal projects in Western Australia, by purchasing all issued capital in Omni Projects, which owns each of the projects.

Omni Projects holds substantial tenement interests around the Company’s Gidgee project, and the Proposed Acquisition allows Gateway to pursue a regional consolidation of what is considered to be highly prospective ground. The Proposed Acquisition will also result in the acquisition by Gateway of six other gold and base metal projects in Western Australia.

The Proposed Acquisition will consolidate and expand the Company’s current position at the Gidgee Gold Project. It will provide access to a portfolio of high quality gold and base metal tenement holdings across a number of highly prospective regions in Western Australia. Notably the projects provide exposure to the Bryah Basin (Cu-Au, Au), the Pilbara (conglomerate hosted-Au) and a number of Archeaen Greenstone sequences adjacent to major gold deposits.

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Omni Projects

Omni Projects is a West Australian, private company focused on early-stage exploration and development of gold and base metals. Omni Projects was established in 2013 and has a strong, well-credentialed management team.

Omni Projects has a number of exploration projects which comprise of seven areas, and over twenty three granted tenements and tenement applications, all located in Western Australia. The projects comprise twelve granted exploration licences, five exploration licence applications and six prospecting licence applications that cover a total area of approximately 1,339 km[2] , should all of the licenses be granted. The projects include the:

Gidgee (South) Project: the Gidgee Project covers the southern extension of the Gum Creek Greenstone Belt. Its acquisition will result in the doubling of the Company’s tenement holdings in the region and will provide a platform for additional consolidation of the area.
Bryah Basin Project: this project provides high-quality exposure to gold and copper-gold mineralisation (VHMS) in one of Australia’s preeminent exploration and mining districts. The area is host to a series of significant deposits including the world-class DeGrussa copper-gold deposit (Sandfire), the high-grade Monty copper-gold deposit (Sandfire and Talisman) and the Fortnum gold deposit (Westgold).
Sylvania Project: located on the southern margin of the Pilbara Craton, the project has demonstrated outcrops of gold prospective conglomerate interpreted to be part of the Hardy Formation or equivalent.
Edjudina Project: the Edjudina Project is located within the highly endowed Laverton Tectonic Zone and is immediately along strike of the 300koz Fortitude Gold Deposit (Matsa). The project covers 30km of a greenstone sequence associated with a major fault system. Previous exploration has defined a series of high priority targets ready for follow-up evaluation.

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Figure 1: Omni’s exploration project locations

The Company currently holds interests in approximately 150 km[2] of tenements in the Gidgee area, located 600km northeast of Perth. These tenements are located over the highly endowed Gum Creek Greenstone Belt and are considered prospective for both lode style gold deposits and volcanic hosted massive sulphide copper-gold deposits (VHMS) ( Gidgee Project ). The Proposed Acquisition will now expand this footprint to 300 km[2] .

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Figure 2: Gidgee Project location and tenement area

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Key Points:

Historically, the Gidgee region has produced around 1.5 million ounces of gold, including production from shallow oxide open pits within the Company’s Airport Central tenements (150,000 oz).
The discovery of copper mineralisation at The Cup Prospect highlights the prospectivity of the project area to host significant VHMS deposits in addition to gold.
Gateway has advanced the understanding of both the gold and base metal prospectivity of the Gidgee Project and has identified the major structural controls for the gold mineralisation of particular focus will be the major mineralised shear system along the contact between the granite intrusion and the mafic volcanic sequence. Previous drilling has demonstrated the potential for focused high-grade gold mineralisation along this contact zone and for large-scale sheeted veinstockwork mineralisation within the granite.
The focus of exploration is to define the potential of what is interpreted to be a large-scale gold system through systematic and sustained programs of exploration. Excellent potential remains to discover significant near-surface oxide gold deposits, whilst the depth extent of the mineralisation in all cases remains largely untested.
The potential of the VHMS system will continue to be assessed and will be targeted at the appropriate time.

The Company continues to maintain a very cost-effective approach to administration with the object to ensure that maximum funds are available for exploration and development, and looks forward to the consolidation of the Omni Projects tenements with the Company’s own tenement portfolio.

8.3 Key terms of Proposed Acquisition

Under the HOA, the Company has agreed to purchase all of the issued capital in Omni Projects from its sole shareholder, Omni GeoX Pty Ltd ( Omni GeoX ), on the following terms and conditions:

(a) Gateway will issue to Omni GeoX, as consideration for the Proposed Acquisition, A$1.5 million in fully paid ordinary shares in the Company at $0.012 per share;
(b) Gateway may conduct all such due diligence in relation to the Projects that it requires, within 90 days of the HOA, and such due diligence must prove satisfactory to the Company; and
(c) the Proposed Acquisition will be subject to the following conditions precedent which must be satisfied prior to completion:
(i) the execution of a formal, binding, sale and purchase agreement;
(ii) each party obtaining all such approvals and consents as may be necessary to give effect to the Proposed Acquisition, including shareholder approval; and
(iii) Gateway conducting a capital raising to achieve up to A$3,500,000,

and the parties have agreed to use their best endeavours to ensure that these conditions precedent are met by 31 March 2018 ( End Date ).

The parties are well advanced in the negotiation and finalisation of a formal sale and purchase agreement in accordance with the condition set out in paragraph 8.3(c)(i) above.

8.4 Proposed changes to the Company’s board

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The Company has agreed to appoint Mr Peter Langworthy, of Omni Projects, to its Board as a nonexecutive director as a part of and subject to completion of the Proposed Acquisition. Mr Langworthy has a Bachelor of Science (Geology) (hons) from Macquarie University. His career spans 30 years in mineral exploration and project development in Australia and internationally. His industry experience includes senior management roles with WMC Resources Limited, PacMin Mining Limited and Jubilee Mines NL. Mr Langworthy led the management team that was responsible for the numerous discoveries which led to the success of Jubilee Mines.

Mr Langworthy is currently the Chairman of Syndicated Metals Limited, Technical Director at Capricorn Metals Limited and a Non-Executive Director of Silver Mines Limited. Mr Langworthy previously held non-executive directorships with Northern Star Resources Limited, Talisman Mining Limited, Falcon Minerals Limited and Pioneer Resources Limited.

The Company looks forward to Mr Langworthy’s contribution to its growth as it progresses the combined projects.

Mr Trent Franklin and Mr Andrew Bray will remain on the board post-completion. To limit board costs, Mr Gary Franklin will step down from his role as a director following completion of the Proposed Acquisition.

8.5 Proposed timetable

The Proposed Acquisition is expected to progress in accordance with the following timetable:

Date	Item
21 December 2017	Execution of Heads of Agreement
22 December 2017	Announcement of Proposed Acquisition
7 February 2018	Dispatch of Notice of General Meeting to Shareholders
13 February 2018	Lodgement of Prospectus with ASIC and ASX
20 February 2018	Offer Opening Date
9 March 2018	Hold Annual General Meeting
12 March 2018	Offer Closing Date – 5.00pm AEST
16 March 2018	Completion of Proposed Acquisition, issue of Shares
19 March 2018	Shares reinstated to official quotation by ASX, subject to ASX approval and compliance with all relevant Listing Rules

The above timetable is subject to change and is provided as an indication of the Company’s expectations as at the date of this Notice.

8.6 Capital Raising

The Company intends to conduct a capital raising up to A$3,500,000, with an issue price of $0.012 per share ( Capital Raising ) via a non-renounceable rights issue. The Company is currently conducting discussions with its advisors in relation to the potential underwriting and lead management of the Capital Raising offer. No party will acquire control of, or voting power of, 20% or more in the entity as a result of the Proposed Acquisition or the Capital Raising.

The Company intends to issue a Rights Issue prospectus to the market providing details of the Capital Raising and how eligible Shareholders may take up their entitlements.

8.7 Requirement for Shareholder approval under Listing Rule 7.1

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Listing Rule 7.1, known as the “15% rule”, limits the capacity of an ASX-listed company to issue Equity Securities without the approval of its shareholders.

In broad terms, Listing Rule 7.1 provides that a company may not issue or agree to issue Equity Securities equal to more than 15% of the total number of ordinary securities on issue in the capital of the company 12 months prior to the proposed date of issue or agreement to issue plus any additional ordinary securities issued by the company with shareholder approval or in reliance on an exception to Listing Rule 7.1 during that 12 month period, unless the issue or agreement to issue is approved by shareholders or otherwise comes within one of the exceptions to Listing Rule 7.1.

The terms of the Proposed Acquisition require the Company to issue to the Vendor $1,500,000 in Share Consideration. At a deemed issue price of $0.012, this exceeds the “15% rule”. For this reason, Shareholders are asked to consider and vote upon Resolution 8.

8.8 Additional disclosure

In accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Consideration Shares under Resolution 8:

(a) Maximum number of securities to be issued

The maximum number of Shares proposed to be issued under Resolution 8 is 125,000,000 Shares.

(b) Last date for issuing the securities

It is intended that issue of the Consideration Shares will occur on the Completion Date which will be no later than three months after the date of this Meeting (or such later date as permitted by any waiver or modification of the Listing Rules granted by ASX).

(c) Issue price of securities

The Consideration Shares will be issued at a deemed issue price of $0.012 issue.

(d) Persons to whom securities will be issued

The Consideration Shares will be allotted and issued to the Vendor.

(e) Terms of issue of securities

The Consideration Shares will be fully paid ordinary shares in the capital of the Company and will be issued on the same terms and conditions as the Company’s existing Shares. The Consideration Shares will, upon issue, rank equally with all other Shares on issue and otherwise be subject to the provisions of the Company’s Constitution.

(f) Anticipated issue date

Subject to the time frame referred to in paragraph (b) above, it is currently anticipated that, subject to Shareholder approval, the Consideration Shares will be issued on or about 19 March 2018.

8.9 Voting Exclusion Statement

Particulars as to the persons not permitted to vote on Resolution 8, and whose votes will be disregarded if cast on Resolution 8, are set out in the Notice.

8.10 Recommendation of Directors

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Each Director recommends that Shareholders vote in favour of Resolution 8. Each Director confirms that he has no personal interest in the outcome of Resolution 8.

9. RESOLUTION 9 – APPROVAL FOR ISSUE OF OPTIONS TO MR PETER LANGWORTHY

9.1 Background

As set out in Section 8.2, the Company has agreed to appoint Mr Peter Langworthy of Omni Projects, to its Board as a non-executive director as a part of and subject to completion of the Proposed Acquisition.

Mr Langworthy has had a length career in mineral exploration and project development in both Australia and internationally, and has a significant amount of experience working with and for publically listed mining companies, including WMC Resources Limited, PacMin Mining Limited, Jubilee Mines NL, Northern Star Resources Limited, Talisman Mining Limited, Falcon Minerals Limited and Pioneer Resources Limited. Currently, Mr Langworthy is the Chairman of Syndicated Metals Limited, Technical Director at Capricorn Metals Limited and a Non-Executive Director of Silver Mines Limited.

The Company views the retention of Mr Langworthy as integral to its progress as it consolidates its current assets with those which it will acquire pursuant to the Proposed Acquisition, and expects that he will offer a substantial contribution of critical importance to the success of the Company over the coming years. Accordingly, the Company has agreed to issue the Options the subject of this Resolution 9 to Mr Langworthy as part of his engagement with the Company in the following manner:

a) 6,666,667 ( Initial Options );

b) 6,666,667 ( First Vesting Options ); and

c) 6,666,666 ( Second Vesting Options );

(Collectively, the Options ).

9.2 Requirement for Shareholder approval under Listing Rule 7.1

Listing Rule 7.1, known as the “15% rule”, limits the capacity of an ASX-listed company to issue Equity Securities without the approval of its shareholders.

Listing Rule 10.11 requires an ASX listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities to a Related Party except if an exception to Listing Rule 10.11 is applicable. As Mr Peter Langworthy is a proposed director of the Company as part of the Proposed Acquisition, he is a Related Party of the Company. The issue of the Options to Mr Langworthy falls within Exception 6 of Listing Rule 10.12, as Mr Langworthy is only a Related Party by virtue of the Proposed Acquisition, and accordingly the Company is not seeking Shareholder approval under Listing Rule 10.11.

Shareholder approval of the issue of the Options to Mr Langworthy under Listing Rule 7.1 will allow the Company to retain its 15% Placement Capacity.

No funds will be raised from of the issue of the Options to Mr Langworthy as they are being issued as part of, and subject to, his engagement with the Company as a Director.

9.3 Additional Disclosure

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The following information in relation to the Options is provided to the Shareholders for the purposes of Listing Rule 7.3:

a) Name: the Options the subject of Resolution 9 will be issued to Mr Peter Langworthy (a proposed Director), or his nominee.
b) Maximum Number of Equity Securities to be Issued: the maximum number of Options to be issued to Peter Langworthy (or his nominee) is 20,000,000.
c) Issue Price: the Options will be issued for nil consideration.
d) Date on which the Equity Securities will be issued: the Company will issue the Options within three months of the date of the Meeting.
e) Terms of Issue of Equity Securities: the terms and conditions of the Options are set out in Schedule 1 to this Notice. In particular, the Options will vest as follows:

Item	Initial Options	First Vesting Options	Second Vesting Options
Amount of options	6,666,667	6,666,667	6,666,666
vesting conditions	nil	vest six (6) months following the issue date	vest twelve (12) months following the issue date
Exercise price	$0.017 per Option	$0.018 per Option	$0.02 per Option
Expiry date	28 February 2022	28 February 2022	28 February 2022

f) Use of Funds: No funds will be raised as the Options are being issued to Mr Langworthy as part of his engagement with the Company as a Director.

9.4 Voting Exclusion Statement

Particulars as to the persons not permitted to vote on Resolution 9, and whose votes will be disregarded if cast on Resolution 9, are set out in the Notice.

9.5 Recommendation of Directors

Each Director recommends that Shareholders vote in favour of Resolution 9. Each Director confirms that he has no personal interest in the outcome of Resolution 9.

10. RESOLUTION 10 – ADOPTION OF NEW CONSTITUTION

10.1 Adoption of New Constitution

The Company’s current constitution was adopted in 1996. Since 1996, there have been a number of amendments to the legislation governing corporations (the Corporations Act), the Listing Rules of the ASX, corporate governance principles and general corporate and commercial practice for ASX Listed companies since that time.

The Company has reviewed its constitution and determined that it is more appropriate to adopt a new constitution, which reflects these changes, rather than make each of the individual necessary amendments to the current constitution. The new constitution also reflects technological changes and the current practices of the Company.

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Under section 136 of the Corporations Act, repealing and adopting a Company’s constitution may only take place following a special resolution of shareholders.

If requested, a copy of the proposed new constitution will be sent to shareholders (at no cost) by mail or electronically. A copy of the amended constitution will also be available for inspection at the Meeting.

If Resolution 10 is approved by Shareholders, the proposed new constitution will be adopted from the close of the Meeting.

10.2 Directors’ Recommendation

Each Director recommends that Shareholders vote in favour of Resolution 10. Each Director confirms that he has no personal interest in the outcome of Resolution 10.

ENQUIRIES

Shareholders are advised to contact Gary Franklin, the Company Secretary, on 02 8316 3998 if they have any queries in respect of the matters set out in this Document.

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GLOSSARY

For the purposes of this Document, the following terms have the meanings prescribed below:

$	Australian dollars.
2016 AGM	The Company’s 2016 Annual General Meeting held on 25 November
	2016.
AEDT	Australian Eastern Daylight Savings Time.
Associate	Has the meaning given in Listing Rule 19.12.
ASIC	Australian Securities & Investments Commission.
ASX	ASX Limited (ACN 008 624 691) or the securities exchange market
	operated by it, as the context requires.
Board	The board of directors of the Company as constituted from time to time.
Business Day	A day which is not a Saturday, Sunday, a bank holiday or a public
	holiday in New South Wales, Australia, and any other day that ASX
	declares is not a business day.
Options	A right to acquire a Share, on the terms and conditions that are set out
	in Schedule 1.
Chair	The person chairing the Meeting.
CompanyorGateway	Gateway Mining Limited (ACN 008 402 391).
Constitution	The constitution of the Company (as amended from time to time).
Corporations Act	The_Corporations Act_ 2001(Cth).
Director	A director of the Company as at the date of this Document.
Document	This document entitled “Notice of Annual General Meeting”, including
	any annexures or schedules to or of this document.
Equity Security	Has the meaning given in Listing Rule 19.12.
Explanatory	The section entitled “Explanatory Statement” of this Document, forming
Statement	part of the Notice.
Listing Rules	The listing rules of the ASX as amended from time to time.
Meeting	The Annual General Meeting of the Company convened pursuant to this
	Notice.
NoticeorNotice of	The notice convening this Meeting as set out in this Document.
Meeting
Ordinary Resolution	A resolution of Shareholders that is approved by a simple majority of the
	votes cast by Shareholders present at the Meeting (whether in person or
	by proxy) and entitled to vote on that resolution.
Omni Projects	Omni Projects Pty Limited (ACN 161 934 649).

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Proxy Form	The proxy form attached to this Document.
Proposed Acquisition	The proposed acquisition by the Company of all the issued capital to
	Omni Projects in accordance with the Transaction Document, a high
	level summary which is contained in the Company’s announcement to
	ASX on 22 December 2017 and in Section 8 of the Explanatory
	Statement.
Related Party	Has the meaning given in section 228 of the Corporations Act.
Resolution	A resolution set out in the Notice.
Share	A fully paid ordinary share in the issued share capital of the Company.
Share Registry	Automic Registry Services Pty Limited (ACN 152 260 814).
Shareholder	A person recorded on the register of members maintained by the
	Company pursuant to sections 168 and 169 of the Corporations Act as a
	holder of one or more Shares.
Sophisticated Investor	A person to whom an offer of the Company’s Equity Securities may be
	made without disclosure in reliance on section 708(8) or 708(11) of the
	Corporations Act and that is not already a related party of the Company.
Special Resolution	A resolution of Shareholders that is approved by a 75% of the votes cast
	by Shareholders present at the Meeting (whether in person or by proxy)
	and entitled to vote on that resolution.
Transaction	The Heads of Agreement between the Company, Omni Projects and
Document	Omni GeoX Pty Limited, dated 21 December 2017, a high level
	summary of which is contained in the Company’s announcement to the
	ASX on 22 December 2017 and Section 8 of the Explanatory Statement.
Vendor	Omni GeoX Pty Limited (ACN 157 875 744).

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Entitlement:

Each Option gives the option holder the right to subscribe for one Share. To obtain the right given by each option, the option holder must exercise the Options in accordance with the term and conditions of the Options.

(b) Exercise Price:

Subject to any variation in share capital, the amount payable upon exercise of each Option will be:

Item	Initial Options	First Vesting Options	Second Vesting Options
Exercise Price	$0.017 per Option	$0.018 per Option	$0.02 per Option

(c) Expiry Date

The Options will, except to the extent earlier exercised, expire at 5:00 pm (AEDT) on 28 February 2022 ( Option Expiry Date ). Any Option not exercised before the Option Expiry Date will automatically lapse on the Option Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Option Expiry Date, subject to any vesting conditions ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Vesting Condition

The Options will have the following vesting conditions:

Item	Initial Options	First Vesting Options	Second Vesting Options
Amount of options	6,666,667	6,666,667	6,666,666
vesting conditions	nil	vest six (6) months following the issue date	vest twelve (12) months following the issue date

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(h) Timing of Issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) Allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) If required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) If admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iii)) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued under exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(j) Quotations of Shares issued on exercise

If admitted to the official list of the ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(k) Variation of Share Capital

If at any time the issued capital of the Company is reconstructed, the number of Options and the Exercise Price shall be adjusted in such a manner as the auditors for the time being of the Company shall in writing advise the Directors to be in their opinion fair and reasonable.

(l) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(m) Change in exercise price

An option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the option can be exercised.

(n) Quotation of Shares issued on exercise

If the Company is admitted to the official list of ASX at the time of the exercise of the Options, application will be made by the Company to ASX for quotation of the Shares issued upon issue of Shares as a result of that exercise occurring.

(o) Unquoted

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The Company will not apply for quotation of the Options on ASX.

(p) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

AGM Registration Card

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CORPORATE DIRECTORY

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Board of Directors

Trent Franklin, Non-Executive Chairman Andrew Bray, Managing Director Gary Franklin, Non-Executive Director

Company Secretary

Mr Gary Franklin

Registered Office

Level 11, 52 Phillip Street Sydney NSW 2000 Australia

Company Website

http://www.gatewaymining.com.au/

Share Registry

Automic Registry Services Pty Ltd PO Box 2226, Strawberry Hills NSW 2012 Australia Phone: 1300 288 664 International: +61 2 9698 5414

AI assistant

GATEWAY MINING LIMITED — AGM Information 2018

64999_rns_2018-02-07_50b5dc9e-f3c5-4db5-82ae-047f377f503f.pdf