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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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