GATEWAY MINING LIMITED — Capital/Financing Update 2023

Oct 31, 2023

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

GATEWAY MINING LIMITED

Announcement Type

New announcement

Date of this announcement

1/11/2023

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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
New class-code to be	Quoted Options exercise price $0.033 expiring on 15	2,200,000
confirmed	December 2026.
Proposed +issue date
15/12/2023

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

31008402391

1.3 ASX issuer code

GML

1.4 The announcement is

==> picture [8 x 8] intentionally omitted <==

New announcement

1.5 Date of this announcement

1/11/2023

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 14/12/2023 Estimated

Comments

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Quoted Options exercise price $0.033 expiring on 15 December 2026.

+Security type

Options

Proposed issue of securities

3 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Number of +securities proposed to be issued

2,200,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities Options to be issued to JP Equity Holdings Pty Ltd or their nominees as consideration to JP Equity Holdings Pty Ltd providing corporate promoter services to the Company
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.00000001
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0330	15/12/2026
Details of the type of +security that will be issued if the option is exercised
GML : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised One fully paid share in GML will be issued for each option exercised.
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement. Options have the same terms as the free attaching options subject to the Company's Placement announced on 1 November 2023. Please refer to Annexure A in the Company's Capital Raising Announcement dated 1 November 2023 for full terms.

Part 7C - Timetable

7C.1 Proposed +issue date

15/12/2023

Proposed issue of securities

4 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 14/12/2023

7D.2 Is a party referred to in listing rule 10.11 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

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

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

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Options to be issued to JP Equity Holdings Pty Ltd or their nominees as consideration to JP Equity Holdings Pty Ltd providing corporate promoter services to the Company.

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

Proposed issue of securities

5 / 6

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

Options being issued on the same terms as free attaching options to be issued to investors under the Company's Placement announced on 1 November 2023.

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

Proposed issue of securities

6 / 6