GBM RESOURCES LIMITED. — Capital/Financing Update 2019

May 30, 2019

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ABN 91 124 752 745

ASX Code: GBZ

31 May 2019

COMPANY DIRECTORS

ASX Announcement

Issue of Convertible Notes

Peter Thompson Managing Director/ Executive Chairman

Sunny Loh

Non-Executive Deputy Chairman

The Board of GBM Resources Limited (‘GBM’ or ‘the Company’) advises that it has drawn down A$350,000 of the A$700,000 Convertible Note which was executed with Lion Resources Development Pte Ltd (Subscriber) (refer ASX announcement 9 May 2019). An Appendix 3B and cleansing notice with respect to the issue are attached.

Neil Norris Exploration Director – Executive

Hun Seng Tan Non-Executive Director

CONTACT DETAILS

The next draw down of A$350,000 is scheduled for 19[th] June 2019.

The proceeds received from the Convertible Notes will be applied by the Company towards working capital requirements. The Company will issue the Convertible Notes pursuant to its placement capacity under Listing Rule 7.1.

For Further information please contact:

Media enquiries: Michael Vaughan Fivemark Partners +61 422 602 720 michael.vaughan@fivemark.com.au

Peter Thompson Managing Director GBM Resources Limited +61 8 9316 9100

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

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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 Convertible notes be issued

• 2 Number of[+] securities issued or to 350,000 be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

Appendix 3B New issue announcement

3 Principal terms of the[+] securities Convertible Note terms as follows: (eg, if options, exercise price and expiry date; if partly paid Repayment Date: 12 months from date of issue +securities, the amount Interest: Interest accrues at the rate of 10% per outstanding and due dates for payment; if[+] convertible securities, annum, calculated monthly and payable 3 the conversion price and dates for monthly in arrears. conversion) Conversion Price: Each Convertible Note may be convertible into Shares at 0.5 cents per share. Company Redemption: There are no redemption rights held by the Company with respect to the Convertible Notes. Early conversion: Subject to Shareholder approvals, if required, the Subscriber may, before the Repayment Date, convert the Convertible Notes into Shares, by providing the Company with written notice. Security: The Convertible Notes are secured by way of a mortgage over the issued capital of Mt Coolon Gold Mines Pty Ltd.

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in No all respects from the date of allotment with an existing[+] class of The shares issued on conversion of the quoted[+] securities? Convertible Notes will rank equally with all If the additional securities do not existing fully paid ordinary shares. 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 $1.00 per convertible note 6 Purpose of the issue Issued to provide working capital (refer ASX (If issued as consideration for the announcement 9 May 2019) acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that Yes 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 22 November 2018 resolution under rule 7.1A was passed 6c Number of +securities issued 350,000 convertible notes (convertible in to up to without security holder approval 70,000,000 shares) under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 3

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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 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. 6h If securities were issued under 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable)	Nil
	Nil
	N/a
	N/a
	Refer Annexure 1
	31 May 2019
	Number	+Class
	1,090,596,975 203,391,744	Ordinary shares (GBZ) Options exercisable at 5 cents each and expiring 30 September 2019(GBZOA)

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

Number +Class 9 Number and[+] class of all[+] securities 18,800,000 Options exercisable at not quoted on ASX ( including the 0.9 cents each and securities in section 2 if applicable) expiring 31 January 2023. 350,000 Convertible notes repayable on or before 31 May 2020. 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	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

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

Appendix 3B New issue announcement

20	Names of any underwriters
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 6

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 7

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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 8

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: Company secretary Print name: Kevin Hart

Date: 31 May 2019

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• See chapter 19 for defined terms.

Appendix 3B Page 9

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	863,566,975
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	47,030,000 ordinary fully paid shares issued pursuant to a share purchase plan (issued 6 August 2018) 140,000,000 ordinary fully paid shares issued pursuant to a share placement (issued 14 August 2018) approved by shareholders on 11 September 2018 20,000,000 ordinary fully paid shares issued pursuant to a share placement (issued 9 October 2018) approved by shareholders on 11 September 2018
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	Nil
“A”	1,070,596,975

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	160,589,546
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used

that has already been used	that has already been used
Insertnumber of equity securities issued or		20,000,000 ordinary fully paid shares issued
agreed to be issued in that 12 month period		pursuant to a share placement (issued 9
not	_counting_those issued:	October 2018) under ASX Listing Rule 7.1
•	Under an exception in rule 7.2	Up to 70,000,000 ordinary fully paid shares
		pursuant to 350,000 convertible notes (issued
•	Under rule 7.1A	31 May 2019) under ASX Listing Rule 7.1
•	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
“C”		90,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1

capacity under rule 7.1
“A” x 0.15	160,589,546
Note: number must be same as shown in
Step 2
Subtract“C”	90,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	70,589,546
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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

Part 2	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” Note: number must be same as shown in Step 1 of Part 1	1,070,596,975
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	107,059,697
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A 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”	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 12

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
“A” x 0.10 Note: number must be same as shown in Step 2	107,059,697
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	107,059,697 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012

ABN 91 124 752 745

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31 May 2019

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 31 May 2019 GBM issued 350,000 convertible notes with a face value of $1.00 each (Convertible Notes) without disclosure under Part 6D.2 of the Corporations Act.

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

• (a) The Convertible Notes were issued without disclosure to investors under Part 6D.2 of the Act;

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

• (c) 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

• (d) 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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Peter Thompson Executive Chairman

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

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