GBM RESOURCES LIMITED. — Capital/Financing Update 2025

Jun 23, 2025

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

GBM RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

24/6/2025

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Options exercisable at $0.009 and expiring 30 June 2028	100,000,000
confirmed
New class-code to be	Options exercisable at $0.01 expiring 30 June 2028	91,666,663
confirmed
New class-code to be	Options exercisable at $0.015 expiring 30 June 2028	91,666,668
confirmed
New class-code to be	Options exercisable at $0.02 expiring 30 June 2028	91,666,669
confirmed
GBZ	ORDINARY FULLY PAID	2,679,941,667

Proposed +issue date

30/6/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

91124752745

1.3 ASX issuer code

GBZ

1.4 The announcement is

New announcement

1.5 Date of this announcement

24/6/2025

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 31/7/2025 Estimated No

Comments

Shareholder approval required for the issue of:

• up to 1,872,875,535 Tranche B placement shares;

• up to 49,000,000 Director placement shares;

• up to 333,333,333 Farm-in deposit conversion shares;

• up to 179,941,667 shares and 100,000,000 options in respect of Convertible Note Early Redemption Fee; and

• up to 275,000,000 incentive options to directors, employees and consultants.

Part 7B - Issue details

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? No

Details of +securities proposed to be issued

ASX +security code and description

GBZ : ORDINARY FULLY PAID

Number of +securities proposed to be issued

2,166,666,667

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00600

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Appendix 3B - Proposed issue of securities

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Will these +securities rank equally in all respects from their issue date with	Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that	class?
Yes
Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Details of +securities proposed to be issued
ASX +security code and description
GBZ : ORDINARY FULLY PAID
Number of +securities proposed to be issued
179,941,667
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
No
Please describe the consideration being provided for the +securities Issued as part of the equity component of a convertible note early redemption fee
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
0.006000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that	class?
Yes
Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)

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Appendix 3B - Proposed issue of securities

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Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.009 and expiring 30 June 2028 +Security type Options Number of +securities proposed to be issued 100,000,000 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Issued as part of the equity component of a convertible note early redemption fee Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.003300 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0090 30/6/2028 Details of the type of +security that will be issued if the option is exercised GBZ : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 ordinary fully paid share for each option exercised Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer ASX announcement dated 24 June 2025 Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

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Appendix 3B - Proposed issue of securities

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Details of +securities proposed to be issued

ASX +security code and description GBZ : ORDINARY FULLY PAID Number of +securities proposed to be issued 333,333,333 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities Conversion of funds previously received pursuant to a farm-in agreement into ordinary fully paid shares

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.006000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
New class
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)
Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	No
No
ASX +security code	+Security description
New class-code to be confirmed	Options exercisable at $0.01 expiring 30 June 2028

+Security type Options 91,666,663 Offer price details

Number of +securities proposed to be issued

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Appendix 3B - Proposed issue of securities

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Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Please describe the consideration being provided for the +securities	Please describe the consideration being provided for the +securities
Issue of incentive securities to directors and officers, employees and key consultants as part of their remuneration
arrangements and to incentivise their performance.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.003200
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0100	30/6/2028
Details of the type of +security that will be issued if the option is exercised
GBZ : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 ordinary fully paid share for each option exercised
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer ASX announcment dated 24 June 2025
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.015 expiring 30 June 2028

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Appendix 3B - Proposed issue of securities

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+Security type

Options
Number of +securities proposed to be issued
91,666,668
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Issue of incentive securities to directors and officers, employees and key consultants as part of their remuneration
arrangements and to incentivise their performance.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.002700
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes
Options details
+Security currency Exercise price	Expiry date
AUD - Australian Dollar AUD 0.0150	30/6/2028
Details of the type of +security that will be issued if the option is exercised
GBZ : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
1 ordinary fully paid share for each option exercised
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
proposed to be issued or provide the information by separate announcement.
Refer ASX announcement dated 24 June 2025
Is the proposed security a 'New Will the proposed issue of this
class' (+securities in a class that is +security include an offer of
not yet quoted or recorded by ASX) attaching +securities?
or an 'Existing class' (additional No
securities in a class that is already
quoted or recorded by ASX)?
New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

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Appendix 3B - Proposed issue of securities

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Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options exercisable at $0.02 expiring 30 June 2028 +Security type Options Number of +securities proposed to be issued 91,666,669 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities Issue of incentive securities to directors and officers, employees and key consultants as part of their remuneration arrangements and to incentivise their performance. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.002300 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0200 30/6/2028 Details of the type of +security that will be issued if the option is exercised GBZ : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 1 ordinary fully paid share for each option exercised Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer ASX announcement 24 June 2025

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Appendix 3B - Proposed issue of securities

Part 7C - Timetable

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7C.1 Proposed +issue date

30/6/2025

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

129,122,244 ordinary fully paid shares

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? 115,668,888 ordinary fully paid shares

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

The Company is issuing shares to sophisticated investors under the Placement as it is considered to be a more certain and efficient mechanism for raising funds in the current market environment. With the firm commitments received for the Placement, the Company is not exposed to market volatility that it may have experienced over a more extended capital raising process such as a pro rata issue.

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

A fee of up to 6% is to be paid to those holding a current AFSL who have placed certain amounts under the Placement.

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Appendix 3B - Proposed issue of securities

Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Proceeds from the Placement will be used for the continued exploration and development activities at the Company's projects in Queensland, repayment of convertible notes to Collins St Asset Management in full and for general working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The date provided for the shareholder meeting to approve all securities other than the Tranche A placement shares is indicative only

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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