GATEWAY MINING LIMITED — Capital/Financing Update 2025

Jun 29, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

GATEWAY MINING LIMITED

Announcement Type

New announcement

Date of this announcement

30/6/2025

The Proposed issue is:

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	Convertible Preference Shares	1,500,000,000
confirmed

Proposed +issue date

25/8/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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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.

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

ACN

Registration Number

008402391

1.3 ASX issuer code

GML

1.4 The announcement is

New announcement

1.5 Date of this announcement

30/6/2025

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or	7A.1 Do any external approvals need to be obtained or	other conditions satisfied before the placement or other	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**
+Security holder approval	14/8/2025	actual?	received/condition met?
		Estimated
Comments
Approval/Condition	Date for determination	Is the date estimated or	**** Approval**
Other (please specify in	22/8/2025	actual?	received/condition met?
comment section)		Estimated

Comments

The other conditions precedent to the Sale Agreement, including security holder approval of Strickland Metals Limited's shareholders of the proposed in-specie distribution of the convertible preference shares.

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 do not have +CDIs issued over them)

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? No No

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Appendix 3B - Proposed issue of securities

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ASX +security code +Security description New class-code to be confirmed Convertible Preference Shares

+Security type

Redeemable preference shares/units

Number of +securities proposed to be issued

1,500,000,000 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

Issued as consideration for Gateway's Acquisition of Strickland Metals Limited's Yandal Project.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 45,000,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Redeemable preference shares/units details

These securities are:	Type of security
Convertible	Preference security
+Security currency	Face value
AUD - Australian Dollar	AUD 0.000001
Dividend rate type
Zero coupon/no dividend
Frequency of coupon/dividend
payments per year
No coupon/dividend payments
s128F of the Income Tax Assessment
Act status applicable to the +security
s128F exemption status unknown
Is the +security perpetual (ie. no
maturity date)?
Yes
Select other features applicable to
the +security
None of the above

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Appendix 3B - Proposed issue of securities

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Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

GML : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

One GML fully paid ordinary share for every convertible preference share converted.

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.

The material terms and conditions of the Convertible Preference Shares are set out in Appendix B of the Company's transaction announcement dated 30 June 2025.

Part 7C - Timetable

7C.1 Proposed +issue date

25/8/2025

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

14/8/2025

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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 Legal Fees and ASX Listing Fees.

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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

The convertible preference shares are being issued as consideration of Gateway's acquisition of Strickland Metals Limited's Yandal Project per ASX announcement dated 30 June 2025.

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

The Convertible Preference Shares will be substantially distributed to Strickland Shareholders via an in-specie distribution post completion of the Transaction (In-Specie Distribution).

The Convertible Preference Shares will automatically convert into fully paid ordinary shares in Gateway on a one for one basis on the business day after the In Specie Distribution.

1,200,000,000 of the Convertible Preference Shares will be distributed to Strickland shareholders and Strickland will retain 300,000,000 of the Convertible Preference Shares.

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