GATEWAY MINING LIMITED — Share Issue/Capital Change 2022

Nov 27, 2022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

GATEWAY MINING LIMITED

Date of this announcement

Monday November 28, 2022

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Performance Rights - GMLPR1 Expire 28/05/2024	1,250,000	28/11/2022
to be confirmed
New class - code	Performance Rights - GMLPR2 Expire 28/11/2024	1,250,000	28/11/2022
to be confirmed
New class - code	Performance Rights - GMLPR3 Expire 28/11/2024	1,250,000	28/11/2022
to be confirmed
New class - code	Performance Rights - GMLPR4 Expire 28/11/2025	1,250,000	28/11/2022
to be confirmed

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity 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 notice of the issue, conversion or payment up of the following unquoted +securities.

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

28/11/2022

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code +Security description New class - code to be confirmed Performance Rights - GMLPR1 Expire 28/05/2024

+Security type ISIN code Other

Date the +securities the subject of this notification were issued

28/11/2022

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mark Cossom	Mark William Cossom + Kelly Jean Cossom ATF The Cossom Family Trust	700,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please refer to Notice of Meeting Release 13 October 2022:

https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Please refer to Notice of Meeting Release 13 October 2022: https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights will vest on announcement by the Company of a JORC compliant resource of 1 million ounces of gold prior to the Expiry Date.

Shareholder approval has been obtained in accordance with Listing rule 10.14 for the Performance Rights being issued to Mark Cossom who is a Director. All other Performance Rights issued pursuant to Listing Rule 7.2 Exception 13.

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

1,250,000

ASX +security code New class - code to be confirmed	+Security description Performance Rights - GMLPR2 Expire 28/11/2024
+Security type	ISIN code
Other

Date the +securities the subject of this notification were issued

28/11/2022

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mark Cossom	Mark William Cossom + Kelly Jean Cossom ATF The Cossom Family Trust	700,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please refer to Notice of Meeting Release 13 October 2022:

https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Please refer to Notice of Meeting Release 13 October 2022:

https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights vest upon the Company completing and announcing a scoping study which demonstrates positive economics prior to the Expiry Date.

Shareholder approval has been obtained in accordance with Listing rule 10.14 for the Performance Rights being issued to Mark Cossom who is a Director. All other Performance Rights issued pursuant to Listing Rule 7.2 Exception 13.

Issue details

Number of +securities

1,250,000

ASX +security code +Security description New class - code to be confirmed Performance Rights - GMLPR3 Expire 28/11/2024

+Security type Other

ISIN code

Date the +securities the subject of this notification were issued

28/11/2022

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mark Cossom	Mark William Cossom + Kelly Jean Cossom ATF The Cossom Family Trust	700,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please refer to Notice of Meeting Release 13 October 2022:

https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Please refer to Notice of Meeting Release 13 October 2022:

https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights will vest upon the Company achieving a 10 day volume weighted average price equal to or above $0.25 at any time before the Expiry Date.

Shareholder approval has been obtained in accordance with Listing rule 10.14 for the Performance Rights being issued to Mark Cossom who is a Director. All other Performance Rights issued pursuant to Listing Rule 7.2 Exception 13.

Issue details

Number of +securities 1,250,000

ASX +security code +Security description New class - code to be confirmed Performance Rights - GMLPR4 Expire 28/11/2025 +Security type ISIN code Other

Date the +securities the subject of this notification were issued 28/11/2022

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Mark Cossom	Mark William Cossom + Kelly Jean Cossom ATF The Cossom Family Trust	700,000

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please refer to Notice of Meeting Release 13 October 2022:

https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Please refer to Notice of Meeting Release 13 October 2022:

https://www.asx.com.au/asxpdf/20221013/pdf/45g74jwz1wkzcp.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights will vest on announcement by the Company of a JORC compliant resource of 1.5 million ounces of gold prior to the Expiry Date.

Shareholder approval has been obtained in accordance with Listing rule 10.14 for the Performance Rights being issued to Mark Cossom who is a Director. All other Performance Rights issued pursuant to Listing Rule 7.2 Exception 13.

Issue details

Number of +securities

1,250,000

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 4 - +Securities on issue

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Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
GML : ORDINARY FULLY PAID	226,010,961
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
GMLAQ : OPTION EXPIRING 19-JUN-2023 EX $0.30	283,337
GMLAT : OPTION EXPIRING 26-AUG-2023 EX $0.24	1,000,000
GMLAA : OPTION EXPIRING 15-DEC-2024 EX $0.30	17,647,107
GMLAR : OPTION EXPIRING 19-JUN-2023 EX $0.35	333,337
GMLAS : OPTION EXPIRING 19-JUN-2023 EX $0.40	333,337
GMLAV : OPTION EXPIRING 02-FEB-2024 EX $0.48	193,334
GMLAW : OPTION EXPIRING 02-FEB-2024 EX $0.58	193,334
GMLAU : OPTION EXPIRING 02-FEB-2024 EX $0.38	193,334
GMLAX : OPTION EXPIRING 12-MAY-2024 EX $0.38	1,100,000
GMLAY : OPTION EXPIRING 12-MAY-2024 EX $0.48	1,100,000
GMLAZ : OPTION EXPIRING 12-MAY-2024 EX $0.58	1,100,000
New class - code to be confirmed : Performance Rights - GMLPR1 Expire 28/05/2024	1,250,000
New class - code to be confirmed : Performance Rights - GMLPR2 Expire 28/11/2024	1,250,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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New class - code to be confirmed : Performance Rights - GMLPR3	Expire	28/11/2024	1,250,000
New class - code to be confirmed : Performance Rights - GMLPR4	Expire	28/11/2025	1,250,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

13

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