GBM RESOURCES LIMITED. — Capital/Financing Update 2016

Jul 26, 2016

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ABN 91 124 752 745

ASX Announcement

ASX Code: GBZ

27 July 2016

COMPANY DIRECTORS

Company Announcements Office Australian Securities Exchange Level 4 20 Bridge St Sydney NSW 2000

Appendix 3B and Section 708 Notice – Share Placement Completed

Please find attached an Appendix 3B and Notice given under Section 708 of the Corporations Act in respect of the issue of 160,500,000 ordinary fully paid shares (Shares) pursuant to a share placement (Placement) to sophisticated investors.

The Placement was completed pursuant to the Company’s security issue capacities under Listing Rule 7.1 and 7.1A.

A total of 95,412,053 Shares was issued pursuant to Listing Rule 7.1 and 65,087,947 Shares issued pursuant to Listing Rule 7.1A.

The Company also advises of the issue of 3,000 Shares on the exercise of options and the cancellation of 177,743,562 GBZO options on expiry of the exercise period.

7.1A DISCLOSURE

The Company provides the following Listing Rule 7.1A disclosure in respect of the issue of 65,087,947 ordinary fully paid shares at 1.6 cents per Share raising $1,041,407, in accordance with Listing Rule 3.10.5A.

(a) Details of the dilution to the existing holders of ordinary securities caused by the issue.

Peter Thompson Managing Director/ Executive Chairman

Neil Norris Exploration Director – Executive

Hun Seng Tan Non-Executive Director

CONTACT DETAILS

Principal & Registered Office 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

Number of shares held by existing 653,066,975 shareholders before the Placement Number of Shares on issue after the 718,154,922 Placement % dilutionary effect of Placement on existing 9.06% shareholders before the Placement*

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No existing Shareholders participated in the Placement which was completed pursuant to Listing Rule 7.1A.

• *not including Shares issued pursuant to the Placement under Listing Rule 7.1

• (b) Where the equity securities are issued for cash consideration, a statement of the reasons why the eligible entity issued the equity securities as a placement under rule 7.1A and not as (or in addition to) a pro rata issue or other type of issue in which existing ordinary security holders would have been eligible to participate.

The Company recently completed a non-renounceable entitlement issue (Offer) at 1.5 cents per share to eligible shareholders, which closed on 17 December 2015. The Offer enabled eligible existing shareholders to subscribe for additional shares at a discount. The Offer was undersubscribed at the Closing Date with the shortfall securities subsequently allotted on 19 January 2016.

The Placement was completed at an issue price of 1.6 cents per Share, which is a premium to the Company’s current market price.

The Company considered that due to the recent date of completion of the Offer, that there would be insufficient support from existing shareholders to raise funds at a premium to the Company’s current market price, as achieved by the Placement.

• (c) Details of any underwriting arrangements, including any fees payable to the underwriter.

No underwriting arrangements or underwriting fees payable were incurred in connection with the Placement.

• (d) Any other fees or costs incurred in connection with the issue.

A commission fee of 10% is payable to third parties in relation to the Placement.

There were no other fees or costs incurred in connection with the Placement.

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

GBM Resources Limited

ABN

91 124 752 745

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

• Ordinary fully paid shares and cancellation of listed options

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• 160,500,000 ordinary fully paid shares issued pursuant to share placement;

• − 3,000 ordinary fully paid shares issued pursuant to exercise of options; and

• − 177,743,562 options cancelled.

• 3 Principal terms of the Cancelled options – GBZO exercisable at 3.5 +securities (eg, if options, cents each and expiring 30 June 2016. exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation to the+securities_ the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	Placement shares - 1.6 cents per share; Exercise of options –3.5centsper share.
	− Shares issued pursuant to a share placement under Listing Rules 7.1 and 7.1A. − Shares issued on the exercise of GBZO options. − GBZO options cancelled on expiry of exerciseperiod.
	Yes
	26 November 2015
	95,412,053
	65,087,947

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B New issue announcement

6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of securities issued under an exception in rule 7.2

Nil 3,000

6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

Yes – issue price 1.6 cents per share.

15 75% of 15 day VWAP of 1.56 cents per share calculated under rule 7.1A.3? is 1.17 cents per share. VWAP calculation Include the issue date and both source – Orient Capital. values. Include the source of the VWAP calculation. Issue date 26 July 2016. 6h If securities were issued under N/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Yes issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities 26 July 2016 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 813,566,975 Ordinary shares

+securities quoted on ASX (GBZ) ( including the securities in section 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX ( including the securities in section 2 if applicable) 10 Dividend policy (in the case of a N/a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder	approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the	+securities
	will be offered
14	+Class of+securities to	which the
	offer relates
15	+Record date to	determine
	entitlements
16	Will holdings on	different
	registers (or subregisters) be
	aggregated for calculating
	entitlements?
17	Policy for deciding entitlements
	in relation to fractions
18	Names of countries in	which the
	entity has+security holders who
	will not be sent new issue
	documents
	Note: Security holders must be	told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

Appendix 3B New issue announcement

21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to
	the broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell
	their entitlements_in full_through
	a broker?
31	How do+security holders sell
	part of their entitlements
	through a broker and accept for
	the balance?
32	How do +security holders
	dispose of their entitlements
	(except by sale through a
	broker)?
33	+Despatch date

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

• ( tick one )

• (a)  Securities described in Part 1

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

10,001 - 100,000

• 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

• If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: Date: 27 July 2016 Company secretary

Print name: Kevin Hart

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• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	557,894,121
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	− 41,063,104 shares issued pursuant to entitlement issue closing 17/12/2015 (issued 21/12/2015); − 51,919,250 shares issued pursuant to entitlement issue closing 17/12/2015 (issued 19/1/2016); − 3,000 shares issued pursuant to the exercise of options (issued 26/7/2016)
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	650,879,475

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	97,631,921
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	− 2,187,500 shares issued pursuant to Listing Rule 7.1 to acquire an interest in an exploration licence (16 February 2016); − 95,412,053 shares issued pursuant to Listing Rule 7.1 (share placement 26 July 2016).
“C”	97,599,553
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	97,631,921
Subtract“C” Note: number must be same as shown in Step 3	97,599,553
Total[“A” x 0.15] – “C”	32,368 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 650,879,475 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 65,087,947

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of equity securities issued or − 65,087,947 shares issued pursuant agreed to be issued in that 12 month period to a share placement completed under rule 7.1A under Listing Rule 7.1A (issued 26 July 2016).

• Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” 65,087,947

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	65,087,947
Subtract“E” Note: number must be same as shown in Step 3	65,087,947
Total[“A” x 0.10] – “E”	Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

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ABN 91 124 752 745

27 July 2016

ASX Code: GBZ

The Manager Company Announcements Office Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

Dear Sir or Madam

GBM RESOURCES LIMITED SECONDARY TRADING NOTICE – NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001

This notice is given by GBM Resources Limited (ACN 124 752 745) (“GBM”) under section 708A(5)(e) of the Corporations Act 2001 (Cth) (“the Act”).

On 26 July 2016 GBM issued 160,500,000 ordinary fully paid shares without disclosure under Part 6D.2 of the Corporations Act.

GBM gives notice under section 708A(5)(e) of the Act that:

• (a) as a disclosing entity, GBM is subject to regular reporting and disclosure obligations;

• (b) as at the date of this notice, GBM has complied with the provisions of Chapter 2M as they apply to GBM and section 674 of the Act; and

• (c) as at the date of this notice, there is no information that is ‘excluded information’ within the meaning of section 708A(7) and 708A(8) of the Act which is required to be disclosed by GBM under section 708A(6)(e) of the Act.

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COMPANY DIRECTORS

Peter Thompson Managing Director/ Executive Chairman

Neil Norris Exploration Director – Executive

Hun Seng Tan Non-Executive Director

CONTACT DETAILS

Principal & Registered Office 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

Kevin Hart Company Secretary

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