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GATEWAY MINING LIMITED — Share Issue/Capital Change 2025
Nov 26, 2025
64999_rns_2025-11-26_ecc15d3d-3acf-4637-8e7c-e17dd7955535.pdf
Share Issue/Capital Change
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Appendix 3G - 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
Thursday November 27, 2025
The +securities the subject of this notification are:
+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 31 | 12,000,000 | 27/11/2025 |
| to be confirmed | December 2028 | ||
| New class - code | Performance Rights - GMLPR2 Expire 31 | 12,000,000 | 27/11/2025 |
| to be confirmed | December 2029 | ||
| New class - code | Performance Rights - GMLPR3 Expire 27 | 12,000,000 | 27/11/2025 |
| to be confirmed | November 2030 |
Refer to next page for full details of the announcement
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - 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 Registration number ACN 008402391
1.3 ASX issuer code
GML
1.4 The announcement is
New announcement
1.5 Date of this announcement
27/11/2025
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 2 - Issue details
2.1 The +securities the subject of this notification are:
+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:
does not have an existing ASX security code ("new class")
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - 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)
| ASX +security code New class - code to be confirmed |
+Security description Performance Rights - GMLPR1 Expire 31 December 2028 |
|---|---|
| +Security type | ISIN code |
| Other |
Date the +securities the subject of this notification were issued 27/11/2025
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 |
|---|---|---|
| Anthony McClure | Anthina Nominees Pty Ltd | 5,000,000 |
| Richard Pugh | Richard Pugh | 5,000,000 |
| David Morgan | David Morgan | 1,000,000 |
| David Crook | Mr David Crook + Mrs Jennifer Anne Crook ATF Parkway Super Fund |
1,000,000 |
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 released on 17 October 2025 https://announcements.asx.com.au/asxpdf/20251017/pdf/06qpssqm8fxnx7.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 released on 17 October 2025 https://announcements.asx.com.au/asxpdf/20251017/pdf/06qpssqm8fxnx7.pdf
Any other information the entity wishes to provide about the +securities the subject of this notification
Performance Rights will vest upon the 10-day VWAP of the Company's Shares reaching $0.125.
Shareholder approval has been obtained at the Annual General Meeting held on 24 November 2025 in accordance with Listing Rule 10.14 for the 7,000,000 Performance Rights being issued to the directors of the Company or their nominees. The issue of the remaining 5,000,000 Performance Rights to non-related parties are being issued pursuant to Listing Rule 7.2 Exception 13.
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Issue details
Number of +securities
12,000,000
| ASX +security code New class - code to be confirmed |
+Security description Performance Rights - GMLPR2 Expire 31 December 2029 |
|---|---|
| +Security type | ISIN code |
| Other |
Date the +securities the subject of this notification were issued 27/11/2025
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 |
|---|---|---|
| Anthony McClure | Anthina Nominees Pty Ltd | 5,000,000 |
| Richard Pugh | Richard Pugh | 5,000,000 |
| David Morgan | David Morgan | 1,000,000 |
| David Crook | Mr David Crook + Mrs Jennifer Anne Crook ATF Parkway Super Fund |
1,000,000 |
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 released on 17 October 2025 https://announcements.asx.com.au/asxpdf/20251017/pdf/06qpssqm8fxnx7.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 released on 17 October 2025 https://announcements.asx.com.au/asxpdf/20251017/pdf/06qpssqm8fxnx7.pdf
Any other information the entity wishes to provide about the +securities the subject of this notification
Performance Rights will vest upon the 10-day VWAP of the Company's Shares reaching $0.175.
Shareholder approval has been obtained at the Annual General Meeting held on 24 November 2025 in accordance with Listing Rule 10.14 for the 7,000,000 Performance Rights being issued to the directors of the Company or their nominees. The issue of the remaining 5,000,000 Performance Rights to non-related parties are being issued pursuant to Listing Rule 7.2 Exception 13.
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Issue details
Number of +securities
12,000,000
| ASX +security code New class - code to be confirmed +Security description Performance Rights - GMLPR3 Expire 27 November 2030 |
ASX +security code New class - code to be confirmed +Security description Performance Rights - GMLPR3 Expire 27 November 2030 |
|---|---|
| New class - code to be confirmed | Performance Rights - GMLPR3 Expire 27 November 2030 |
+Security type ISIN code Other
Date the +securities the subject of this notification were issued
27/11/2025
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 |
|---|---|---|
| Anthony McClure | Anthina Nominees Pty Ltd | 5,000,000 |
| Richard Pugh | Richard Pugh | 5,000,000 |
| David Morgan | David Morgan | 1,000,000 |
| David Crook | Mr David Crook + Mrs Jennifer Anne Crook ATF Parkway Super Fund |
1,000,000 |
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 released on 17 October 2025 https://announcements.asx.com.au/asxpdf/20251017/pdf/06qpssqm8fxnx7.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 released on 17 October 2025 https://announcements.asx.com.au/asxpdf/20251017/pdf/06qpssqm8fxnx7.pdf
Any other information the entity wishes to provide about the +securities the subject of this notification
Performance Rights will vest upon the 10-day VWAP of the Company's Shares reaching $0.25.
Shareholder approval has been obtained at the Annual General Meeting held on 24 November 2025 in accordance with
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Listing Rule 10.14 for the 7,000,000 Performance Rights being issued to the directors of the Company or their nominees. The issue of the remaining 5,000,000 Performance Rights to non-related parties are being issued pursuant to Listing Rule 7.2 Exception 13.
Issue details
Number of +securities
12,000,000
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:
The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.
4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)
| Total number of | |
|---|---|
| ASX +security code and description | +securities on issue |
| GML : ORDINARY FULLY PAID | 2,292,360,313 |
| GMLO : OPTION EXPIRING 15-DEC-2026 | 71,558,083 |
| 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 |
| GMLAD : PERFORMANCE RIGHTS EXPIRING 28-NOV-2025 | 1,250,000 |
| GMLAAA : OPTION EXPIRING 31-MAR-2026 EX $0.124 | 16,940,902 |
| GMLAAB : OPTION EXPIRING 02-OCT-2028 EX $0.10 | 20,000,000 |
| New class - code to be confirmed : Performance Rights - GMLPR1 Expire 31 December | 12,000,000 |
| 2028 | |
| New class - code to be confirmed : Performance Rights - GMLPR2 Expire 31 December | 12,000,000 |
| 2029 | |
| New class - code to be confirmed : Performance Rights - GMLPR3 Expire 27 November | 12,000,000 |
| 2030 |
4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)
Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities
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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? No
5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Yes
5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
24/11/2025
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