GBM RESOURCES LIMITED. — Capital/Financing Update 2015

Nov 17, 2015

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ABN 91 124 752 745

18[th] November 2015

Company Announcements Office

Australian Securities Exchange Limited 20 Bridge Street Sydney NSW 2000

ASX Code: GBZ

COMPANY DIRECTORS

Peter Thompson

Managing Director/ Executive Chairman

Dear Sir/Madam

Notifications to Shareholders and Optionholders – Entitlement Issue

Neil Norris Exploration Director – Executive

Frank Cannavo Non-Executive Director

Hung Seng Tan

Please find attached notifications to Shareholders and Optionholders sent today regarding the Entitlement Issue for which a Prospectus was lodged with the ASX on 18 November 2015.

Non-Executive Director

CONTACT DETAILS

Principal & Registered Office

Yours sincerely

GBM RESOURCES LIMITED

Kevin Hart

Company Secretary

Suite 8, 7 The Esplanade, Mt Pleasant, WA 6153

Exploration Office

10 Parker Street, Castlemaine, Victoria 3450

Website

www.gbmr.com.au

Email

info@gbmr.com.au

Phone +61 (8) 9316 9100

Fax

+61 (8) 9315 5475

Phone (Exploration Office) +61 (3) 5470 5033

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ABN 91 124 752 745

18[th] November 2015

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Dear Optionholder

Notice of Non-Renounceable Entitlement Issue to Optionholders

We are writing to in relation to your option holding in GBM Resources Limited (“Company”).

The Company has announced to ASX Limited ( ASX ) the details of a pro rata non-renounceable entitlement issue on the basis of one (1) new fully paid share ( New Share ) for every six (6) Shares held by shareholders of the Company ( Entitlement ) as at 5.00pm WST on 24[th] November 2015 ( Record Date ), at an issue price of $0.015 per Share ( Offer ) to raise up to $1,394,735 (before costs). The New shares will be fully paid and will rank equally with the company’s existing issued Shares. The Company will make an application to the Australian Securities Exchange Limited ( ASX ) for official quotation of the New Shares.

All eligible holders of fully paid shares on the Company’s Register as at 5.00pm (WST) on the Record Date are entitled to take up this offer.

The Prospectus relating to this issue has been lodged with the Australian Securities and Investments Commission and ASX and is available on the ASX website at www.asx.com.au for inspection.

The capital structure on completion of the Offer will be as follows:

Shares	Number
Shares on issue at date of Prospectus	557,894,121
Shares issued pursuant to the Offer	92,982,354
Total Shares on issue after completion of the Offer	650,876,475

Options	Number
Listed exercisable at 3.5 cents on or before 30 June 2016	177,746,562
Options issuedpursuant to the Offer	Nil
Total Options on issue after completion of the Offer	177,746,562

Pursuant to the terms of the options that were issued to you, the Company is required to notify you of your right to participate in any pro rata issue of securities if you exercise your options prior to the record date for the pro rata issue.

Accordingly, take notice that in order to participate in the Offer you will need to exercise your options prior to the Record Date of the Offer.

The Company has lodged a Prospectus in relation to the Offer at the Australian Securities and Investments Commission and this document will be dispatched to shareholders of the Company on 27[th] November 2015 .

Registered Office: Suite 8, 7 The Esplanade, Mt Pleasant, Western Australia 6153 Tel: (08)9316 9100 • Fax: (08)9315 5475 • Web: www.gbmr.com.au Exploration Office: 10 Parker Street, Castlemaine, Victoria 3450 Tel: (03) 5470 5033

Offer not Underwritten

The Offer is not underwritten.

Key dates

With respect to the Entitlement Issue, the Company will accept applications until 5.00pm WST on Thursday, 17[th] December 2015 (Closing Date) or any other date the Directors in their absolute discretion determine, subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable law. An indicative timetable for the Entitlement Issue is as follows:

Lodgement of Prospectus with ASIC and ASX	Wednesday 18thNovember 2015
Notice sent to Option holders	Wednesday 18thNovember 2015
Notice sent to Shareholders	Wednesday 18thNovember 2015
Ex Date	Friday 20thNovember 2015
Record Date for determining Entitlements	5pm (WST)Tuesday 24th November 2015
Prospectus dispatched to Shareholders	Friday 27thNovember 2015
Closing Date*	5pm (WST) Thursday 17th December 2015
Shares quoted on a deferred settlement basis	Friday 18thDecember 2015
Notify ASX of under-subscriptions	Monday 21stDecember 2015
Despatch date/Shares entered into Shareholders’ security holdings	Wednesday 23rdDecember 2015
Date of despatch of holding statements*	Wednesday 23rdDecember 2015

• Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for allotment and issue of the New Shares.

Should you have any queries in relation to this matter, please do not hesitate to contact the Company Secretary on (08) 9316 9100.

Yours faithfully

Kevin Hart

Company Secretary

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ABN 91 124 752 745
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18[th] November 2015

Dear Shareholder

GBM Resources Limited Entitlement Issue – Notification Details

On 18 November 2015 the Company announced an opportunity for the holders of shares in the Company (Shareholders) to participate in a non-renounceable pro-rata Entitlement issue.

Pursuant to the Entitlement Issue, the Company will issue up to 92,982,354 new fully paid ordinary shares ( New Shares ) at 1.5 cents per share ( Offer ) to raise up to $1,394,735 (before costs). The New shares will be offered on the basis of one (1) New Share for every six (6) shares held in the capital of the Company at the Record Date ( Entitlement ).

The New shares will be fully paid and will rank equally with the company’s existing issued Shares. The Company will make an application to the Australian Securities Exchange Limited ( ASX ) for official quotation of the New Shares.

All eligible holders of fully paid shares on the Company’s Register as at 5.00pm (WST) on 24[th] November 2015 ( Record Date ) are entitled to take up this offer.

The Prospectus and Appendix 3B has been lodged with the ASX and is available on the ASX website (asx.com.au) and on the Company’s website (www.gbmr.com.au).

The Company has also lodged a Prospectus in relation to the Offer at the Australian Securities and Investments Commission and this document will be dispatched to shareholders of the Company on 27[th] November 2015 .

The capital structure on completion of the Offer will be as follows:

Shares	Number
Shares on issue at date of Prospectus	557,894,121
Shares issued pursuant to the Offer	92,982,354
Total Shares on issue after completion of the Offer	650,876,475
Options	Number
Listed exercisable at 3.5 cents on or before 30 June 2016	177,746,562
Options issuedpursuant to the Offer	Nil
Total Options on issue after completion of the Offer	177,746,562

Offer not Underwritten

The Offer is not underwritten.

Registered Office: Suite 8, 7 The Esplanade, Mt Pleasant, Western Australia 6153 Tel: (08)9316 9100 • Fax: (08)9315 5475 • Web: www.gbmr.com.au Exploration Office: 10 Parker Street, Castlemaine, Victoria 3450 Tel: (03) 5470 5033

Key dates

With respect to the Entitlement Issue, the Company will accept applications until 5.00pm WST on Thursday, 17[th] December 2015 (Closing Date) or any other date the Directors in their absolute discretion determine, subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable law. An indicative timetable for the Entitlement Issue is as follows:

law. An indicative timetable for the Entitlement Issue is as follows:
Lodgement of Prospectus with ASIC and ASX	Wednesday 18thNovember 2015
Notice sent to Option holders	Wednesday 18thNovember 2015
Notice sent to Shareholders	Wednesday 18thNovember 2015
Ex Date	Friday 20thNovember 2015
Record Date for determining Entitlements	5pm (WST) Tuesday 24th November 2015
Prospectus dispatched to Shareholders	Friday 27thNovember 2015
Closing Date*	5pm (WST) Thursday 17th December 2015
Shares quoted on a deferred settlement basis	Friday 18thDecember 2015
Notify ASX of under-subscriptions	Monday 21stDecember 2015
Despatch date/Shares entered into Shareholders’ security holdings	Wednesday 23rdDecember 2015
Date of despatch of holding statements*	Wednesday 23rdDecember 2015

• Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for allotment and issue of the New Shares.

For further information on your entitlement please contact myself at (08) 9316 9100 or the Company’s share registry.

A Prospectus, Entitlement and Application Form will be mailed to Shareholders within four business days of the record date.

Yours sincerely GBM RESOURCES LIMITED

Kevin Hart

Company Secretary