GBM RESOURCES LIMITED. — Capital/Financing Update 2024

Jul 14, 2024

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Level 5, Suite 502, 303 Coronation Drive, Milton, QLD, 4064 E reception@gbmex.com.au P +61 (0) 493 239 674

gbmr.com.au

ASX Announcement

ABN 91 124 752 745

15 July 2024

Binding $12 Million Sale and Farm-in Agreement on Twin Hills

KEY POINTS

• GBM Resources Limited (GBM or Company) has executed a binding Heads of Agreement (HoA) with Wise Walkers Limited (Wise Walkers) to earn up to a 70% joint venture interest in the Twin Hills Gold Project (Twin Hills). Refer to area highlighted in pale green in Appendix 3.

• GBM to receive a total A$6 million in cash consideration and Wise Walkers to sole fund further exploration of A$6 million over an 18-month period to earn a 70% interest.

• GBM to retain a 30% interest free carried to a decision to mine.

• A non-refundable exclusivity fee of A$1 million and deposit of A$2 million have been received. These payments will form part of the $6 million cash consideration.

• The parties agree that they will use their best endeavours to negotiate and agree a full form Farmin and Joint Venture Agreement over the next +60 days, subject to conditions precedent below being met.

GBM is pleased to advise that Wise Walkers, who are a significant and supportive shareholder with an interest of ~9.6% of the Company’s issued shares, will enter into a farm-in agreement to advance the Twin Hills Gold Project to a decision to mine.

Pursuant to the HoA, Wise Walkers will settle a total cash consideration of A$6 million to GBM and sole fund a further $6 million in exploration expenditure over an 18-month period, subject to certain conditions. Wise Walkers will have earned a 70% interest in Twin Hills and GBM will retain a 30% free carried interest to a decision to mine.

Wise Walkers has paid GBM a non-refundable exclusivity fee of A$1 million. A further A$2 million has been received at GBM’s solicitor’s trust account from Wise Walkers, with the remaining A$3 million cash payment to be paid by Wise Walkers following satisfaction of certain Conditions Precedent and execution of the formal Farm-in and Joint Venture Agreement.

GBM intends to apply the cash consideration component to repay the convertible notes debt held by Collins St Convertible Notes Pty Ltd and to provide working capital.

GBM and Wise Walkers will use best endeavours to negotiate and agree a formal Farm-in and Joint Venture Agreement.

( Refer to the schedule of key terms of the HoA in Appendix 1 for further details.)

GBM Managing Director and CEO, Peter Rohner, commented:

‘GBM has continued to look to realise value from the advancement of assets for GBM’s shareholders. GBM’s focus continues to be on the prospective Drummond Basin where large high grade epithermal gold deposits exist and where it has expanded JORC resources to ~ 1.84 Moz of gold. This HoA, along with the Farm-in agreement with Newmont on the Mt Coolon Project, provides funding and support to advance these two large prospective tenement packages. The sale component of this agreement provides the necessary funding to repay the Convertible Note when completed. GBM will now focus on advancing the Yandan Gold Project. Wise Walkers has been a supportive shareholder and recent discussions have demonstrated significant opportunities in which they can assist to grow value”

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Conditions Precedent

If Required, GBM Shareholders approving by resolution at an extraordinary general meeting of Shareholders the Farm-in transaction.

A notice in writing being issued by or on behalf of the Treasurer to the effect that in accordance with the FIRB Act the Commonwealth Government does not object to the Farm-in transaction.

GBM and Wise Walkers obtaining any other third-party approvals or consents required to complete its obligations under the Farm-in Agreement.

About Twin Hills Mineral Resources

The combined resource at Twin Hills of 23.11 Mt @ 1.3 g/t Au and 6.5 g/t Ag for 999,200 oz Au and 4,824,600 oz Ag with 60% of the resource now in Measured and Indicated categories.

Lone Sister - Mineral Resource Estimate (MRE)

The MRE for Lone Sister deposit comprises 12.48 Mt @ 1.2 g/t Au for 475,900 oz Au with 55% of the resource now in Measured and Indicated categories (Table 1). GBM considers Twin Hills as a standalone operation and the estimate includes open pit style resources that have captured most of the previously unreported gold mineralisation.

The Lone Sister ore body is currently defined for 350 m along strike, over 400 m in height, and is approximately 150 m wide. The broadly tabular shape directly reflects mineralisation that is preferentially hosted within a rhyolite dyke with some evidence for limited mineralisation having formed within specific lithological units adjacent to the dyke. Higher grade gold mineralisation displays a distinct plunge to the north and remains open at depth.

Gold mineralisation manifests as quartz-pyrite veinlets and disseminated pyrite with higher grades associated with increased vein density and higher pyrite percentage. Silicification is also significantly increased around mineralisation.

309 - Mineral Resource Estimate (MRE)

The MRE for 309 deposit comprises 10.63 Mt @ 1.5 g/t Au for 523,300 oz Au with 64% of the resource now in Measured and Indicated categories (Table1).

Currently defined gold mineralisation extends from surface downward for 380 m, along strike in a WNW direction for 380 m and NNE for 330 m. Overall, the system dips steeply to the south and plunges to the east with high grade gold mineralisation remaining open at depth.

A variety of hydrothermal mineralisation styles are present at 309. On surface, sinter crops out along an arcuate trend that rings near surface gold mineralisation. The complex shape of the 309 ore body is the result of both structural controls on fluid flow and hydrothermal processes.

At depth gold mineralisation is predominantly focused along WNW and, to a lesser extent, NNE structural zones as stockwork veins and breccia fill. The best grades form in two 50 -70 m high layers broadly subparallel to bedding and presumably the palaeo surface.

The uppermost of the two zones contains abundant bladed fluorite-chalcedony-quartz veins and breccia fill. GBM interprets this zone to represent a boiling and / or fluid mixing zone with associated abundant silicification potentially having formed a cap that allowed later gold rich fluids to be concentrated.

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Deposit	MRE Category Cutoff (Au g/t) Tonnes Au (g/t) Ag (g/t) Au oz Ag oz
309 Deposit	Measured 0.4 830,000 2.8 5.3 73,900 141,900 Indicated 0.4 5,480,000 1.3 2.4 235,200 421,100 Inferred 0.4 3,650,000 1.1 1.7 129,800 198,000 Total open pit 0.4 9,960,000 1.4 2.4 438,900 761,000 309 Open Pit (above 0RL)
	Measured 2.0 ‐ ‐ ‐ ‐ ‐ Indicated 2.0 190,000 4.0 2.2 24,500 13,400 Inferred 2.0 480,000 3.9 1.8 59,900 28,600 Total underground 2.0 670,000 3.9 1.9 84,400 42,000 309 Underground (below 0RL)
	Measured 0.4 / 2.0 830,000 2.8 5.3 73,900 141,900 Indicated 0.4 / 2.0 5,670,000 1.4 2.4 259,700 434,500 Inferred 0.4 / 2.0 4,130,000 1.4 1.7 189,700 226,600 309 Total 0.4 / 2.0 10,630,000 1.5 2.3 523,300 803,000 309 Total
ne Sister Deposit	Measured 0.4 ‐ ‐ ‐ ‐ ‐ Indicated 0.4 5,250,000 1.3 15.2 227,300 2,559,200 Inferred 0.4 6,550,000 0.9 6.5 188,500 1,370,700 Total open pit 0.4 11,800,000 1.1 10.4 415,800 3,929,900 Lone Sister Open Pit (above 0RL)
	Measured 2.0 ‐ ‐ ‐ ‐ ‐ Indicated 2.0 370,000 2.9 4.3 34,300 51,800 Inferred 2.0 310,000 2.6 4.0 25,800 39,900 Total underground 2.0 680,000 2.7 4.2 60,100 91,700 Lone Sister Underground (below 0RL)
Lo	Measured 0.4 / 2.0 ‐ ‐ ‐ ‐ ‐ Indicated 0.4 / 2.0 5,620,000 1.4 14.5 261,600 2,611,000 Inferred 0.4 / 2.0 6,860,000 1.0 6.4 214,300 1,410,600 Lone Sister Total 0.4 / 2.0 12,480,000 1.2 10.0 475,900 4,021,600 Lone Sister Total
win Hills Total	Measured 0.4 830,000 2.8 5.3 73,900 141,900 Indicated 0.4 10,730,000 1.3 8.6 462,500 2,980,300 Inferred 0.4 10,200,000 1.0 4.8 318,300 1,568,700 Total open pit 0.4 21,760,000 1.2 6.7 854,700 4,690,900 Twin Hills Open Pit (above 0RL)
	Measured 2.0 ‐ ‐ ‐ ‐ ‐ Indicated 2.0 560,000 3.3 3.6 58,800 65,200 Inferred 2.0 790,000 3.4 2.7 85,700 68,500 Total underground 2.0 1,350,000 3.3 3.1 144,500 133,700 Twin Hills Underground (below 0RL)
T	Measured 0.4 / 2.0 830,000 2.8 5.3 73,900 141,900 Indicated 0.4 / 2.0 11,290,000 1.4 8.4 521,300 3,045,500 Inferred 0.4 / 2.0 10,990,000 1.1 4.6 404,000 1,637,200 Twin Hills Total 0.4 / 2.0 23,110,000 1.3 6.5 999,200 4,824,600 Twin Hills Total

Table 1: Summary of the Twin Hills Gold Project MRE showing Au and Ag resources.

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This ASX announcement was approved and authorised for release by: Peter Rohner, Managing Director

For further information please contact:

Investor enquiries Peter Rohner Managing Director +61 8 9316 9100 peter.rohner@gbmex.com.au

About GBM Resources

GBM Resources Limited ( ASX:GBZ) is a well-funded Queensland based mineral exploration and development company focused on the discovery of world-class gold and copper deposits in Eastern Australia. The company has a high calibre project portfolio, hosting district scale mineral systems, located in several premier metallogenic terrains.

GBM’s flagship project in the Drummond Basin (QLD) holds ~1.84 Moz of gold in JORC resources (Mt Coolon, Yandan and Twin Hills). Some tenements (see Appendix 2) in the Basin are subject to a A$25m farm-in with Newmont. 2024 will see an expanded drilling program which is aiming to define 2-3 Moz and support GBM’s transition into a mid-tier Australian gold company.

Separately GBM also holds tenements in the Mt Morgan district, in the Mt Isa Inlier in Queensland (JV with Nippon Mining Australia – 56%). Divestment of these non-core assets is in progress. GBM has recently entered into a binding term sheet for the sale of White Dam Gold-Copper Project in South Australia (Refer ASX release dated 8 July 2024).

About Wise Walkers

Wise Walkers Limited was founded in 2012 and mainly engaged in equity investment, asset management, strategic planning, project consulting, with assets under management exceeding A$1 billion.

Wise Walkers has extensive resources in the Asia-Pacific region (especially Hong Kong, Singapore, and Australia), and is active in major financial capital markets such as Hong Kong and Singapore. Wise Walkers has established long-term and good partnerships with well-known enterprises. Wise Walkers has vast experience and a proven track record in acquisition of Australian enterprises and has successfully assisted these enterprises to scale up their operations.

Competent Persons Statement

The Company confirms that it is not aware of any new information or data that materially affects the information included in the respective announcements and all material assumptions and technical parameters underpinning the resource estimates within those announcements continue to apply and have not materially changed.

The Company confirms that the form and context in which the Competent Persons findings are presented have not been materially modified from the original market announcements.

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Appendix 1: Key Terms of the Twin Hills HoA

Farm-in	Total Farm-in consideration, by payment of which Wise Walkers can earn up to a 70% joint venture interest, amounts to A$12 million. GBM will also retain a 30% free carried interest to the decision to mine. Any funding requirement after the free carry period (i.e. after a decision to mine has been made) shall be proportioned based on the respective interests of the parties in the project, with Wise Walkers responsible for 70% and GBM responsible for 30% of any additional funding.
Farm-in Consideration	The Farm-in Consideration is made up of: - An upfront cash payment of A$6 million (Cash Payment); and - Sole fund exploration expenditure of A$6 million over an 18-month period.
Conditions Precedent	- If required, GBM Shareholders approving by resolution at an extraordinary general meeting of Shareholders the Farm-in Agreement. - A notice in writing being issued by or on behalf of the Treasurer to the effect that in accordance with the FIRB Act the Commonwealth Government does not object to the Farm-in Agreement. - GBM and Wise Walkers obtaining any other third-party approvals or consents required to complete its obligations under the Farm-in Agreement.
Exclusivity Fee	A non-refundable exclusivity fee of $1 million, which has been received by GBM. The exclusivity fee forms part of the Cash Payment.
Deposit Payment	A deposit of $2 million is being held in trust by GBM’s solicitors until payment to GBM is required under an executed Farm-in Agreement. In the event that the Conditions Precedent are satisfied and Wise Walkers does not pay the balance of the Cash Payment amounting to $3 million, then GBM will retain the $2 million deposit and issue shares to Wise Walkers to that amount at $0.015 per share. In the event that the Conditions Precedent are not satisfied the deposit payment of $2 million will be returned in full to Wise Walkers. The Deposit Payment forms part of the Cash Payment.
Balance of Cash Payment	Following satisfaction of the Conditions Precedent, Wise Walkers is to advance payment of $3 million to be held in trust by GBM’s solicitors until payment to GBM is required under an executed Farm-in Agreement.

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APPENDIX 2: GBM Mineral Resource Estimate for the Drummond Basin Projects (Mt Coolon, Yandan and Twin Hills) along with other company interests

Deposit	Resource Category	Resource Category	Resource Category	Resource Category	Resource Category	000' t Aug/t Au oz Total	Cut‐off
	000' t Aug/t Au oz Measured		000' t Aug/t Au oz Indicated		000' t Aug/t Au oz Inferred
	Koala ‐ ML (subject to the 2022 farm‐in agreement with Newmont,formerlyNewcrest)
Open Pit UG Extension Tailings	114 1.7 6,200		670 2.6 55,100 50 3.2 5,300 9 1.6 400		440 1.9 26,700 260 4 34,400	1,120 2.3 81,800 320 3.9 39,700 124 1.6 6,600	0.4 2.0 1.0
Sub Total	114 1.7 6,200		729 2.6 60,800		700 2.7 61,100	1,563 2.5 128,100
	Eugenia(subject to the 2022 farm‐in agreement with Newmont,formerlyNewcrest)
Oxide ‐ Open Pit Sulphide ‐ Open Pit			885 1.1 32,400 905 1.2 33,500		597 1.0 19,300 1,042 1.2 38,900	1,482 1.1 51,700 1,947 1.2 72,400	0.4 0.4
Sub Total			1,790 1.1 65,900		1,639 1.1 58,200	3,430 1.1 124,100
	Glen Eva ‐ ML (subject to the 2022 farm‐in agreement with Newmont,formerlyNewcrest)
Sub Total ‐ Open Pit			1,070	1.6 55,200	580 1.2 23,100	1,660 1.5 78,300	0.4
				Yandan ‐ ML
East Hill ‐ Open Pit Yandan South ‐ Open Pit			4,860	1.5 240,000	7,900 0.8 203,000 900 0.6 16,000	12,800 1.1 443,000 900 0.6 16,000	0.4 0.3
Sub Total			4,860	1.5 240,000	8,800 0.8 219,000	13,700 1.0 459,000
				Illamahta
Oxide ‐ Open Pit Sulphide ‐ Open Pit					1,147 0.7 26,900 1,045 0.9 28,600	1,147 0.7 26,900 1,045 0.9 28,600	0.4 0.4
Sub Total					2,192 0.8 55,500	2,192 0.8 55,500
				Twin Hills ‐ ML
309 ‐ Open Pit 309 ‐ UG Lone Sister ‐ Open Pit Lone Sister ‐ UG	830	2.8 73,900	5,480 190 5,250 370	1.3 235,200 4.0 24,500 1.3 277,300 2.9 34,300	3,650 1.1 129,800 480 3.9 59,900 6,550 0.9 188,500 310 2.6 25,800	9,960 1.4 438,900 670 3.9 84,400 11,800 1.1 415,800 680 2.7 60,100	0.4 2.0 0.4 2.0
Sub Total	830	2.8 73,900	11,290	1.4 521,300	10,990 1.1 404,000	23,110 1.3 999,200
Drummond Basin Total	944	2.6 80,100	19,739	1.5 943,200	24,901 1.0 820,900	45,655 1.26 1,844,200
				White Dam ‐ ML
Hannaford ‐ Open Pit Vertigo ‐ Open Pit White Dam North ‐ Open Pit			700 300 200	0.7 16,400 1.0 9,400 0.5 2,800	1,000 0.8 26,900 1,400 0.6 29,000 1,000 0.6 17,600	1,700 0.8 43,300 1,700 0.7 38,400 1,200 0.5 20,400	0.2 0.2 0.2
Sub Total			1,200	0.7 28,600	3,400 0.7 73,500	4,600 0.7 101,900
cut‐off grade is 0.20 g/t Au for all, Vertigo is		restricted to above 150RL (~70 m b		elow surface)
GBM Total				1,946,100

The announcements containing the Table 1 Checklists of Assessment and Reporting Criteria relating to the 2012 JORC compliant Resources are:

• Koala/Glen Eva and Eugenia – GBM ASX Announcement, 4 December 2017, Mt Coolon Gold Project Scoping Study, note these resources have not been reviewed or verified by Newmont and are on tenements subject to the 2022 farm-in agreement with Newmont (formerly Newcrest)

• Yandan – GBM ASX Announcement, 23 December 2020, Mt Coolon and Yandan Combined Resources Total 852,000 oz, following completion of Yandan acquisition, GBM ASX Announcement, 14 March 2023, Results of Yandan Mineral Resource Update

• Twin Hills – GBM ASX Announcements, 18 January 2019, Mt Coolon and Twin Hills Combined Resource Base Approaches 1 Million Ounces, 2 February 2022, Significant Resource Upgrade at Twin Hills Project and 5 December 2022, Twin Hills Gold Project Upgrades to ~1 Moz Mineral Resource

• White Dam – GBM ASX Announcement, 18 August 2020, White Dam Maiden JORC 2012 Resource of 102 koz

• a) The preceding statements of Mineral Resources conforms to the “Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (JORC Code) 2012 Edition”

• b) All tonnages are dry metric tonnes

• c) Data is rounded to (‘000 tonnes, 0.0 g/t and ‘000 ounces). Discrepancies in totals may occur due to rounding

• d) Resources have been reported as both open pit and underground with varying cut-off based off several factors as discussed in the corresponding Table 1 which can be found with the original ASX announcement for each Resource

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APPENDIX 3: GBM holds 4,667 km2 of mining and exploration tenure across 23 granted EPMs and 7 Mining Leases within the Drummond Basin, Australia’s pre-eminent epithermal gold terrain. This includes granted mining leases at Twin Hills, Yandan, and Mt Coolon. Along with a key JV with Newmont on the Mt Coolon tenements.

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Mt Coolon Project tenements (blue above) subject to Newmont Farm-in include; EPM’s 15902, 25365, 25850, 7259, 26842, 26914, 27555, 27556, 27557, 27558, 27598 and ML’s 10227, 1029, 1085, 1086.

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