GATEWAY MINING LIMITED — Share Issue/Capital Change 2021

Feb 2, 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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ASX Announcement: 3 February 2021

COMPLETION OF UNMARKETABLE PARCEL SHARE SALE FACILITY

On 7 December 2020, Gateway Mining Limited (ASX: GML) (Gateway or Company) announced details of an Unmarketable Parcel Sale Facility for holders of less than marketable parcels of shares in the Company ( Buy-Back ).

Under the ASX Listing Rules, holdings of Gateway shares valued at a less than $500 are considered to be less than marketable parcels ( Unmarketable Parcels ).The Buy-Back was instituted to enable shareholders holding Unmarketable Parcels ( Eligible Shareholders ).

In accordance with the terms of the Buy-Back, Eligible Shareholders had until 7:00PM (AEDT) on Monday 25 January 2021 ( Closing Date ) to opt-out of the Buy Back or increase their shareholding to a more than marketable parcel. Eligible Shareholders that did not exercise either of these options by the Closing Date had their shares bought back by the Company at the Buy-Back price of $0.0282 per share ( Buy-Back Price ), being the simple average of the last sale price for each of the ten trading days immediately preceding the record date being 3 December 2020.

A total of 2,605,436 Gateway shares have been acquired under the Buy-Back at the Buy-Back Price and will be cancelled in accordance with the Corporations Act 2001 (Cth) . In accordance with the requirements of ASX Listing Rule 3.8A enclosed is a copy of the Form 484 lodged with ASIC.

Eligible Shareholders whose shares were bought back under the Buy-Back will have their proceeds remitted to them and will be sent documentation advising of the number of shares sold and the details of proceeds as soon as practicable.

The Company’s current capital structure is as follows:

Number	Class
1,903,635,600	FullyPaid OrdinaryShares
1,933,333	GML Unquoted Options which will vest on 2 August 2021, with an exercise price of $0.038per option and expiringon 2 February2024
1,933,333	GML Unquoted Options which will vest on 2 February 2022, with an exercise price of $0.048per option and expiringon 2 February2024
1,933,334	GML Unquoted Options which will vest on 2 August 2022, with an exercise price of $0.058per option and expiringon 2 February2024
10,000,000	GML Unquoted Options exercisable at $0.024, expiry26 August 2023
2,000,000	GML Unquoted Options exercisable at $0.03, expiry12 November 2022
2,000,000	GML Unquoted Options exercisable at $0.03, expiry12 November 2022
3,000,000	GML Unquoted Options exercisable at $0.035, expiry12 November 2022
3,000,000	GML Unquoted Options exercisable at $0.04, expiry12 November 2022
6,666,667	GML Unquoted Options, exercisable at $0.017, expiry28 February2022
6,666,667	GML Unquoted Options, exercisable at $0.018, expiry28 February2022
6,666,666	GML Unquoted Options, exercisable at $0.02, expiry28 February2022
2,833,331	GML Unquoted Options which will vest on 19 December 2020, with an exerciseprice of $0.03per option and expiringon 19 June 2023.

1,500,000	GML Unquoted Options which will vest on the date the Company announces an audited JORC Compliant Indicated resource of 400,000 ounces or greater of gold (Resource), with an exercise price of $0.035 per option and expiringon 19 June 2023.
1,500,000	GML Unquoted Options which will vest the date the Company finalises and delivers a scoping study and financial model based on the Resource, with an exerciseprice of $0.04per option and expiringon 19 June 2023.
1,833,332	GML Unquoted Options which will vest on 19 June 2021, with an exercise price of $0.035per option and expiringon 19 June 2023.
1,833,337	GML Unquoted Options which will vest on 19 December 2021, with an exerciseprice of $0.04per option and expiringon 19 June 2023.

This released has been authorised by:

Kar Chua Company Secretary Gateway Mining Limited

Investors Media Peter Langworthy Nicholas Read Managing Director Read Corporate T: 02 8316 3998 T: 08 9388 1474 or Kar Chua Company Secretary T: 02 8316 3998

Australian Securities & Investments Commission

Electronic Lodgement

Document No. 7EBE33636

Lodgement date/time: 03-02-2021 08:56:01 Reference Id: 149905161

Form 484 Corporations Act 2001

Change to company details

Company details

Company name GATEWAY MINING LIMITED Australian Company Number (ACN) 008 402 391

Lodgement details

Who should ASIC contact if there is a query about this form?

Name

ENRIZEN ACCOUNTING PTY LTD

ASIC registered agent number (if applicable) 41117

Signature

This form must be signed by a current officeholder of the company.

I certify that the information in this form is true and complete Name

KAR CHUA

Capacity Secretary Signature

Date signed 03-02-2021

ASIC Form 484 Ref 14990516103/02/2021

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Form 484 - Change to company details GATEWAY MINING LIMITEDACN008 402 391

C1 Cancellation of shares

Reason for cancellation

Shares cancellation details

Shares cancellation details	Shares cancellation details	Shares cancellation details	Shares cancellation details
Reason for cancellation ss.257H(3) Share buyback - Minimum holding buy-back only The cancelled shares are listed below:
Share class code	Number of shares cancelled	Amount paid (cash or otherwise)
ORD	2605436	73473.17
Earliest Date of cancellation 03-02-2021

C3 Change to share structure

The updated details for this changed share class are shown in the table below.

Share class code	Full title if not standard	Total number of shares	Total amount paid on these shares	Total amount unpaid on these shares
ORD	ORDINARY SHARES	1903635600	51394429.21	0.00
Earliest date of change 03-02-2021

ASIC Form 484 Ref 14990516103/02/2021

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