GATEWAY MINING LIMITED — Proxy Solicitation & Information Statement 2021

Mar 29, 2021

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

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30 March 2021

Dear Shareholder

General Meeting – Notice and Proxy Form

Notice is hereby given that an Extraordinary General Meeting ( Meeting ) of Shareholders of Gateway Mining Limited ( Company or Gateway ) will be held at 12:00 pm (AEST) on Friday 30 April 2021 at Level 5, 126 Phillip Street, Sydney NSW 2000 Australia. Due to restrictions on physical meetings as a result of COVID19, shareholders will not be permitted to attend the Meeting in person and instead are invited to participate in the Meeting by weblink (which will be broadcast as a live webinar).

If you wish to virtually attend the Meeting (which will be broadcast as a live webinar), please pre-register in advance for the virtual meeting here:

• https://us02web.zoom.us/webinar/register/WN_JDSpnqR4QVi5 msUnAzrIg

After registering, you will receive a confirmation containing information on how to attend the virtual meeting on the day of the Extraordinary General Meeting.

Shareholders are also encouraged to submit questions in advance of the Extraordinary General Meeting to the Company. Questions must be submitted in writing to Kar Chua, Company Secretary, at Kar.Chua@gatewaymining.com.au at least 48 hours before the Meeting. However, shareholders will be given an opportunity to ask questions on the day of the meeting using the Q&A function.

The Company will not be dispatching physical copies of the Notice of Meeting ( Notice ). Instead, the Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link:

https://www.gatewaymining.com.au/asx-announcements

The Notice will also be available on the ASX website, ticker code: GML, at the following link:

https://www2.asx.com.au/markets/trade-our-cash-market/historical-announcements

However, should you require a hard copy notice of meeting. They can “opt in” to receiving a hard copy by contacting the Company Secretary, at Kar.Chua@gatewaymining.com.au. A hard copy will then be sent to you free of charge.

All resolutions will be decided via a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting by shareholders who have indicated that they intend to vote at the Meeting in accordance with the instructions set out below.

Voting Online at the Meeting

Shareholders who wish to vote virtually on the day of the Extraordinary General Meeting will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password. All votes that are submitted online will be taken on a poll via proxy or online voting.

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Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home) , click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

I have an account with Automic. What are the next steps?

Shareholders who have an existing account with Automic (note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the Meeting:

1. ( Login ) Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password.

2. ( Registration on the day ) If registration for the virtual meeting is open, click on ‘Meeting open for registration’ and follow the steps.

3. ( Live voting on the day ) If live voting for the virtual meeting is open, click on ‘Meeting open for voting’ and follow the steps.

Voting by Proxy

A member entitled to attend and vote at the meeting may appoint a proxy.

The person appointed as a proxy may be an individual or a body corporate. If entitled to cast two or more votes, the member may appoint one or two proxies.

Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the member's voting rights. If the proportion is not specified, each proxy may exercise half of the member's voting rights. Fractional votes will be disregarded. Please carefully read the instructions on the Proxy Form and consider how you wish to direct the proxy to vote on your behalf. You may direct the proxy to vote "for", "against" or "abstain" from voting on each resolution or you may leave the decision to the appointed proxy after discussion at the meeting.

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsahby following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
By Post	Automic, GPO Box 5193, Sydney NSW 2001
By Hand	Automic, level 5, 126 Phillip Street, Sydney NSW 2000

Proxy instructions must be received no later than 48 hours before the commencement of the Meeting.

Circumstances relating to COVID-19 are changing rapidly. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website at www.gatewaymining.com.au and on the ASX website (ticker code GML). The Company encourages all shareholders to check ASX and the Company’s website regularly prior to the Meeting.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact the Company’s share registry, Automic on 1300 288 664.

For and on behalf of GATEWAY MINING LIMITED

The Board of Gateway has approved the release of this document to the market.

Investors Media Mark Cossom Managing Director Read Corporate T: 02 8316 3998 T: 08 9388 1474 or Kar Chua Company Secretary T: 02 8316 3998