GATEWAY MINING LIMITED — Capital/Financing Update 2020

Jul 13, 2020

Proposed issue of securities

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Announcement Summary

Entity name

GATEWAY MINING LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday July 14, 2020

The Proposed issue is:

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A placement or other type of issue

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

Maximum Number of ASX +Security Code +Security Description +securities to be issued GML ORDINARY FULLY PAID 332,063,099

Proposed +issue date

Tuesday July 21, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GATEWAY MINING LIMITED

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

1.2 Registered Number Type

ABN

Registration Number

31008402391

1.3 ASX issuer code

GML

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday July 14, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

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

Details of +securities proposed to be issued

ASX +Security Code and Description

GML : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

332,063,099

Purpose of the issue

The proceeds of the Placement will underpin the next phase of exploration upcoming exploration at the Gidgee Project as part of the Company's strategy to expand on its maiden Mineral Resource estimates and accelerate exploration across the project.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01600

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

Oversubscription & Scale back details

May a scale back be applied to this event? No

Part 7C - Timetable

7C.1 Proposed +issue date

Tuesday July 21, 2020

Part 7D - Listing Rule requirements

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

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

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

198,328,769

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

133,734,330

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company has chosen to issue shares under a Placement as it considers the most cost efficient and expedient method for raising funds at this time.

However, the Company is also pleased to announce that it intends to offer existing shareholders the opportunity to apply for new, fully paid ordinary shares in the Company under a Share Purchase Plan, and to potentially raise an additional amount of $2 million. Further details of any Share Purchase Plan will be announced in due course.

7D.2 Is a party referred to in listing rule 10.11.1 participating in the proposed issue? No

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

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7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

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No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Canaccord Genuity (Australia) Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Canaccord Genuity (Australia) Limited. Canaccord Genuity (Australia) Limited will be paid a placement fee of 6% on the total funds raised from the placement. They will also be issued 10,000,000 unlisted options with each option having an exercise price of $0.024 and expiring 2 years from its date of issue. The issue of the 10,000,000 Options to Canaccord Genuity (Australia) will be subject to shareholder approval at a General Meeting intended to be held in November 2020. For more information regarded the unlisted options proposed to be issued to Canaccord Genuity (Australia) Limited, refer to the separate Appendix 3B released today.

7E.2 Is the proposed issue to be underwritten?

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No

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

Other nominal administrative, legal, share registry and ASX fees will be paid.

Part 7F - Further Information

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

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

This Appendix 3B relates to the issue of Tranche 1 Shares referred to in the Company's placement announcement dated 14 July 2020, comprising of 332,063,099 shares to institutional, professional and sophisticated investors using the Companys capacity under ASX Listing rule 7.1 and Listing Rule 7.1A which will not require shareholder approval.

The Tranche 2 Shares have been dealt with in a separate Appendix 3B which was also announced today.

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