GBM RESOURCES LIMITED. — Capital/Financing Update 2020

May 21, 2020

Proposed issue of securities

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Announcement Summary

Entity name

GBM RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Friday May 22, 2020

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +Security Code	+Security Description	+securities to be issued
n/a	Option exercisable at $0.11 and expiring 36 months from the	28,129,767
	date of issue
GBZ	ORDINARY FULLY PAID	56,259,534

Ex date

Tuesday June 2, 2020

+Record date

Wednesday June 3, 2020

Offer closing date

Monday June 29, 2020

Issue date

Monday July 6, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GBM RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

Registration Number

ABN 91124752745

1.3 ASX issuer code

GBZ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Friday May 22, 2020

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

GBZ : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

Details of +securities proposed to be issued

ASX +Security Code and Description

GBZ : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 4

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What will be done with fractional Maximum Number of +securities entitlements? proposed to be issued Fractions rounded up to the next 56,259,534 whole number

Purpose of the issue

Funds will be used to undertake exploration programs at the Mt Coolon and Malmsbury gold projects, resource estimation at the White Dam Gold-Copper Project, project assessment at Mt Morgan and working capital/costs of the Offer (refer Section 5.1 of Prospectus).

Offer price details for retail security holders

Issue Currency Offer Price per +security Estimated or Actual? Actual AUD - Australian Dollar AUD 0.05500 Oversubscription & Scale back details Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

Refer to Section 4.9 of the Prospectus for details of the shortfall offer

May a scale back be applied to this event? Yes

Provide the scale back details

Refer to Section 4.9 of the Prospectus for details of the shortfall offer - allocation of shortfall securities is determined at the discretion of the directors of the Company

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes ASX +Security Code +Security Description New class-code to be confirmed Option exercisable at $0.11 and expiring 36 months from the date of issue

+Security Type Options Offer ratio (ratio of attaching securities at which the new +securities will be issued) The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 2 What will be done with fractional entitlements? Maximum Number of +securities proposed to be issued 28,129,767 Fractions rounded up to the next whole number Offer price details for retail security holders Issue Currency Offer Price per +security AUD - Australian Dollar AUD 0.00000 Estimated or Actual? Actual Oversubscription & Scale back details Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

Refer to Section 4.9 of the Prospectus for details of the shortfall offer

May a scale back be applied to this event? Yes

Provide the scale back details

Refer to Section 4.9 of the Prospectus for details of the shortfall offer - allocation of shortfall securities is determined at the discretion of the directors of the Company

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

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+Security Currency

AUD - Australian Dollar

Exercise Price AUD 0.1100

Expiry date Thursday July 6, 2023

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

GBZ : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

The above stated is an estimated expiry date - the actual expiry date will be determined upon issue of the securities

Part 3C - Timetable

3C.1 +Record date

Wednesday June 3, 2020

3C.2 Ex date

Tuesday June 2, 2020

3C.4 Record date

Wednesday June 3, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue Tuesday June 9, 2020

3C.6 Offer closing date

Monday June 29, 2020

3C.7 Last day to extend the offer closing date

Wednesday June 24, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis Tuesday June 30, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Thursday July 2, 2020

3C.11 Issue date

Monday July 6, 2020

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3C.12 Date trading starts on a normal T+2 basis Tuesday July 7, 2020 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Thursday July 9, 2020 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Henslow Pty Ltd

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Refer to Section 8.6 of the Prospectus for details of the lead manager mandate and consideration payable

3E.2 Is the proposed offer to be underwritten? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Refer to Section 8.8 of the Prospectus for details of the estimated costs of the Offer.

Part 3F - Further Information 3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue Funds will be used to undertake exploration programs at the Mt Coolon and Malmsbury gold projects, resource estimation at the White Dam Gold-Copper Project, project assessment at Mt Morgan and working capital/costs of the Offer. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

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3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue

Refer to Prospectus Section 4.12 for details of eligible jurisdictions. Security holders in Macao have been determined not to be eligible for the purposes of the proposed issue

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue www.gbmr.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

None

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