GATEWAY MINING LIMITED — Capital/Financing Update 2018

Feb 28, 2018

ABN: 31 008 402 391 Level 11, 52 Phillips Street Sydney NSW 2000 GPO Box 225 Sydney NSW 2001 Tel: 61 2 8316 3998 Fax: 61 2 8316 3999 Website: www.gatewaymining.com.au

Level 11, 52 Phillips Street Sydney NSW 2000

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Fax:

UPDATE ON ACQUISITION

1 March 2018

Gateway Mining Limited ( the Company ) is pleased to provide an update in relation to its proposed acquisition of Omni Projects Pty Ltd ( Omni Projects ) as announced on 22 December 2018 ( Acquisition ).

As previously announced, the Company entered into a binding heads of agreement to acquire all of the issued capital in Omni Projects from its sole shareholder, Omni GeoX Pty Ltd ( Omni GeoX ). Omni GeoX and the Company have now executed the share sale agreement required to facilitate the Acquisition, on the following terms and conditions:

• (a) the Company will issue to Omni GeoX, as consideration for the Acquisition, A$1.5 million in fully paid ordinary shares in the Company at $0.012 per share;

• (b) the Acquisition will be subject to the following conditions precedent which must be satisfied prior to completion:

  • (i) the Company obtaining all relevant approvals in respect of the Acquisition;

  • (ii) the Company completing a capital raising via an entitlements issue raising up to A$3,500,000;

  • (iii) the Company receiving shareholder approval from its shareholders in relation to the issue of the shares to Omni GeoX as consideration for the Acquisition;

  • (iv) the Company entering into a director’s service agreement with Peter Langworthy on mutually agreed terms; and

  • (v) the Company completing due diligence enquiries in respect of Omni Projects to its reasonable satisfaction;

and the parties have agreed to use their best endeavours to ensure that these conditions precedent are met by 31 March 2018 ( End Date ). Completion is intended to occur on 16 March 2018.

The share sale agreement also includes a number of terms relating to warranties, covenants and conditions as are customary for a sale agreement of this nature.

Yours faithfully

Gary Franklin Company Secretary