GATEWAY MINING LIMITED — Capital/Financing Update 2012

Aug 9, 2012

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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: info@gatewaymining.com.au Website: www.gatewaymining.com.au

GATEWAY MINING LIMITED

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Gateway Mining Limited (“the Company”) will be held in the Pendlebury Room at the Wesley Conference Centre, 220 Pitt Street, Sydney on Friday 7 September 2012 at 2.30pm to conduct the following business:

Special Business

Resolution 1 – Share Placement

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

That, in accordance with the provisions of Listing Rule 7.1 and for all other purposes, the Company be authorised to issue up to a maximum of 100,000,000 ordinary shares at an issue price of $0.05 per share in the Company to various Sophisticated Investors, Professional Investors and overseas investors on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.

Resolution 2 – Option Placement

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

That, in accordance with the provisions of Listing Rule 7.1 and for all other purposes, the Company be authorised to issue up to a maximum of 200,000,000 options with an exercise price of $0.08 per share, and expiry date of four (4) years from the date of issue, in the Company, on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on the above resolutions relating to the placement of shares and options by:

• any of the allottees of the shares and options; and

• any associate of those persons.

However, the Company need not disregard a vote if:

• it is cast by a person as 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 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 STATEMENT

Resolution 1: Approval of Share Placement

Background

The resolution is to approve the placement of up to a maximum of 100,000,000 ordinary shares at an issue price of $0.05 per share in the Company. This will raise maximum gross proceeds of $5,000,000, subject to approval of the issue by the Company’s shareholders at the meeting. The issue of securities will be underwritten by Earlmont Strategic Limited (“the Underwriter”), a United Kingdom based investment and advisory firm.

Shareholder Approval

ASX Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities which represent an amount greater than 15% of the existing capital in any 12 month period, unless prior approval of shareholders is obtained. This share placement exceeds the 15% limit under ASX Listing Rule 7.1. As such, the Company cannot complete the issue without approval of its shareholders.

Effect of Shareholder Approval

If Resolution 1 is approved the Company intends to issue and allot the shares as soon as practicable, and in any event within a period no later than three (3) months from the date of the meeting.

Information required by ASX Listing Rule 7.3

Number of ordinary shares to be allotted	100,000,000 fully paid ordinary shares
Date of issue and allotment of shares	The Company intends to issue and allot the shares as soon as practicable, and in any event not later than three (3) months from the date of the meeting
Issue price of the shares	$0.05
Basis on which allottees will be determined	The placement will be to Sophisticated Investors, Professional Investors and overseas investors as introduced by the Underwriter
Terms of the securities	The securities will:  be fully paid ordinary shares in the Company;  rank pari passu with existing ordinary shares; and  form part of the existing class of all other ordinary shares of the Company
The use (or intended use) of funds raised	The funds raised under this placement will be used to:  Begin and accelerate new drilling programs at the Company’s various mining projects;  Investigate the acquisition of new mining projects; and  For workingcapital

The Directors unanimously recommend shareholders vote in favour of this resolution.

Resolution 2: Approval of Issue of Options

Background

The resolution is to approve the placement of up to a maximum of 200,000,000 options at an exercise price of $0.08 per share in the Company, with an expiry date of four (4) years from the date of issue. The options are being issued in consideration of the underwriting of the share placement referred to in Resolution 1. However, no options will be issued unless all of the shares referred to in Resolution 1 are placed by the underwriter. Upon exercise, the options will convert to fully paid ordinary shares and the Company, if all of the options are exercised, will receive a further $16,000,000 of equity capital.

Shareholder Approval

ASX Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities which represent an amount greater than 15% of the existing capital in any 12 month period, unless prior approval of shareholders is obtained. This option issue exceeds the 15% limit under ASX Listing Rule 7.1. As such, the Company cannot complete the issue without approval of its shareholders.

Effect of Shareholder Approval

If Resolution 2 is approved the Company intends to issue and allot the options as soon as practicable, subject to the maximum funds being received under Resolution 1, and in any event no later than three (3) months from the date of the meeting.

Information required by ASX Listing Rule 7.3

Number of options to be allotted	200,000,000 options
Date of issue and allotment of shares	The Company intends to issue and allot the options as soon as practicable, and in any event not later than three(3)months from the date of the meeting
Consideration	The options are being issued in consideration of the underwriting of the share placement referred to in Resolution 1
Exercise price of the options	$0.08
Basis on which allottees will be determined	The options will be issued to the Underwriter and anyotherparties as directed bythe Underwriter
Terms of the securities	 The options will only be issued subject to the Company receiving the maximum funds under the placement in Resolution 1  The options will expire four (4) years from the date of issue
The use (or intended use) of funds received from the exercise of the options	Any funds received from the exercise of these options will be used to:  Begin and accelerate new drilling programs at the Company’s various mining projects  Investigate the acquisition of new mining projects; and  For workingcapital

The Directors unanimously recommend shareholders vote in favour of this resolution.

BY ORDER OF THE BOARD

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Anthony de Govrik Company Secretary

Note: A Member entitled to attend and vote may appoint not more than two proxies to attend and vote instead of him/her. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Member’s voting rights. A proxy need not be a Member of the Company. A proxy form is enclosed and to be effective, completed forms must reach the company not less than 48 hours before the commencement of the meeting.

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: info@gatewaymining.com.au Website: www.gatewaymining.com.au

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GATEWAY MINING LIMITED

Proxy Form

I,

of

being a Member of the abovementioned Company,

hereby appoint ____________ of ________________

or failing him/her

of

or failing them, the Chairman of the Meeting as my proxy to vote for me and on my behalf at the General Meeting of the Company to be held on Friday 7 September 2012 at 2.30pm and any adjournment thereof.

Should you desire to direct your proxy on how to vote, please mark in the appropriate box hereunder, otherwise your proxy may vote as he/she thinks fit or abstain from voting.

I direct my proxy vote as follows: For Against Resolution 1 – Share Placement Resolution 2 – Option Placement

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

If you do not wish to direct your proxy how to vote, please place a mark in this box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Signed this day of 2012

Signature of Member ___________

Note: A Member may, if he/she so wishes, appoint the Chairman of the meeting as his/her proxy. A proxy given by a corporation must be under the common seal of that corporation. In the case of joint holders one signature is required but only one proxy form will be accepted. Proxy forms and any power of attorney under which they are signed together with evidence of non-revocation must reach the registered office of the Company at Level 7, 249 Pitt Street, Sydney 2000 not less than 48 hours before the time for holding the meeting. Proxies may be faxed to the Company on 02 9283 5766.