GBM RESOURCES LIMITED. — Capital/Financing Update 2025

Jun 23, 2025

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ASX Announcement (ASX:GBZ) 24 June 2025

Level 1, Suite 102, 303 Coronation Drive, Milton, QLD, 4064

E reception@gbmex.com.au P +61 (8) 9316 9100 F +61 (8) 9315 5475 www.gbmr.com.au ABN 91 124 752 745

$13 Million Placement, Repayment of Debt and Board Restructure to Advance Drummond Basin Gold Assets

Highlights

• GBM to raise $13.0 million through a Placement to new and existing institutional and sophisticated investors

• Ian Middlemas to become Chairman of GBM and a new major shareholder subscribing for A$1.2 million under the Placement. Robert Behets and Peter Fox also to be appointed as Non-Executive Directors of GBM

• Proceeds from the Placement will be used to repay and cancel 100% of the existing Collins St Asset Management Pty Ltd’s (“ CSAM” ) Convertible Notes of $6.2 million

• The Company has reached an agreement with Wise Walkers Ltd (“ WWL” ), to terminate the previously proposed Twin Hills Farm-In Agreement, reconsolidating full ownership of its highly prospective Twin Hills asset

• WWL has committed to subscribe for $2.0 million under the Placement and will also convert the $2.0 million previously spent under the Farm-In into equity, resulting in a 19.99% shareholding in GBM

• At completion, GBM will be well-funded and debt free to undertake significant exploration across its 100% owned Drummond Basin portfolio, including Twin Hills and Yandan projects, which collectively host JORC Mineral Resources of 1.84 million ounces of gold

• Andrew Krelle remains as Executive Director, Sunny Loh transitions from Chairman to Non-Executive Director, and Peter Rohner will step down as Managing Director, but remain as CEO until his contract expires on 31 July 2025, and then transition as a consultant to the Company

GBM Resources Limited (ASX: GBZ) (“ GBM” or “ Company” ) is pleased to announce that it has received firm commitments to raise A$13.0 million by way of a two-tranche Placement of up to 2,166,666,667 fully paid ordinary shares (“ Placement Shares” ) at an issue price of A$0.006 per Placement Share (“ Placement” ), subject to necessary approvals.

The Placement forms part of a broader recapitalisation of GBM, which includes:

• Full repayment of CSAM Convertible Notes;

• Termination of the proposed Farm-in Agreement over the Twin Hills gold project with WWL; and

• Board restructure.

The Company will appoint Ian Middlemas as Non-Executive Chairman, with Robert Behets and Peter Fox to

be appointed Non-Executive Directors. Sunny Loh will transition from Non-Executive Chairman to NonExecutive Director, Peter Rohner will step down as Managing Director, but remain as CEO until his contract expires on 31 July 2025, and then transition as a consultant to the Company, while Andrew Krelle remains Executive Director.

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Post the completion of the Placement, GBM will be well capitalised with zero debt to undertake an accelerated exploration program at Yandan and Twin Hills in the Drummond Basin, aimed at unlocking the district scale gold potential that the Company has worked hard to develop.

GBM’s Executive Director, Andrew Krelle, commented:

"On behalf of GBM, I thank Peter Rohner for his vision and efforts to consolidate and secure some of the most prospective gold ground in Australia, and welcome the support from Ian Middlemas.

With a strong debt-free balance sheet, GBM now has a great opportunity to deliver value to shareholders through an accelerated exploration program across Twin Hills and Yandan. GBM’s exploration plan for the next 12 months is designed to expand the significant gold resource base at Twin Hills and Yandan by systematically exploring for epithermal gold mineralisation across GBM’s Drummond Basin projects.”

Board and Management Changes

As part of the Placement, Ian Middlemas will join the Board as Non-Executive Chairman, Peter Fox as NonExecutive Director and Robert Behets as Non-Executive Director of GBM.

Andrew Krelle will remain as Executive Director, Sunny Loh steps down from his role as Chairman into a NonExecutive role.

Peter Rohner will step down as Managing Director, but remain as CEO until his contract expires on 31 July 2025, and then transition as a consultant to the Company to support the company during this exciting transition.

In addition, in recognition of WWL’s support and contributions to GBM, WWL have been granted the option to nominate one board member at its election.

The Board restructure brings a wealth of experience, knowledge, and networks to GBM; the profiles of the new Board members are outlined below.

Mr Ian Middlemas is a Chartered Accountant and holds a Bachelor of Commerce Degree. He worked for a large international chartered accounting firm before joining the Normandy Mining Group. Normandy subsequently became Australia’s largest gold miner. Mr Middlemas was a senior group executive at Normandy for approximately 10 years. He has had extensive corporate and management experience and is an experienced Chairman of ASX, LSE, NASDAQ and European listed resource companies.

Mr Peter Fox specialises in corporate and business development, focusing on project generation for emerging companies and advancing upstream and midstream assets. As a seasoned corporate finance executive, he brings extensive experience in equity capital markets, strategic growth, and project execution within the metals and mining sector. Mr Fox’s expertise spans the full project lifecycle, from initial planning and equity market funding to downstream strategy implementation. He is adept at forging key partnerships with global multinational corporations.

Mr Robert Behets is a geologist with over 35 years’ experience in mineral exploration and mining. He has had extensive corporate and management experience and has been Director of several ASX-listed companies including Mantra Resources Limited, Papillon Resources Limited, and Berkeley Energia Limited. Mr Behets was instrumental in the founding, growth and development of Mantra Resources. He has a strong combination of technical, commercial and managerial skills and extensive experience in exploration, Mineral Resource and Ore Reserve estimation, feasibility studies and operations across a range of commodities, including uranium, gold and base metals.

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Repayment of Convertible Note

Proceeds from the Placement will be used (in part) to fully repay the existing Convertible Notes held by CSAM.

GBM and CSAM have executed a Participation and Release Deed (“ CSAM Release Deed” ) which, at completion, releases GBM from its obligations under Convertible Note Agreement (“ CNA" ) and removes CSAM’s security over the Company’s assets. Under the agreement, GBM will repay A$6,170,350 in cash to CSAM and, in accordance with the CNA, CSAM is also entitled to an early redemption fee (“ Early Redemption” ).

GBM will issue 179.9 million shares at $0.006 per share and 100.0 million options (each with an exercise price of A$0.009 and expiring 30 June 2028 for Early Redemption, subject to shareholder approval. CSAM’s willingness to accept shares and options instead of a full cash payment demonstrates its strong support for GBM and confidence in the Company’s strategic direction moving forward.

Wise Walkers Investment

The Company has executed a Participation and Release Deed (“ WWL Participation Deed” ) with WWL to formally terminate the Farm-in agreement over the Twin Hills gold project. WWL is aligned with GBM’s management to wholistically advance the Drummond Basin portfolio.

WWL has previously made prepaid contributions of $2.0 million under the Farm-in agreement. Demonstrating strong support for GBM, WWL has agreed to convert this $2.0 million into equity at an issue price of A$0.006 per share, resulting in the issue of approximately 333.3 million new fully paid ordinary shares. In addition, WWL has subscribed for a further $2.0 million in shares and will become GBM’s largest shareholder with a 19.99% ownership stake.

Originating from Hong Kong, WWL is a Melbourne-based family office with a growing investment portfolio spanning property, agriculture, and now resources. WWL has strategically partnered with GBM to unlock the potential of the Company’s Drummond Basin gold portfolio, with a shared vision of building a large-scale, growth-oriented gold company. In recognition of WWL’s support and contributions to date, GBM welcomes WWL to nominate a representative to the Board once Tranche 2 placement has been completed.

Placement

The two-tranche Placement to raise $13.0 million at $0.006 per GBM share, will be structured as follows:

• Tranche 1 Placement to raise ~$1.5 million by the issue of 245 million new GBM shares, under existing Listing Rule 7.1 and 7.1A placement capacity.

• 129,122,244 shares will be issued under LR 7.1 capacity

• 115,668,888 shares will be issued under LR7.1A capacity

• Tranche 2 Placement to raise $11.5 million by the issue of 1,922 million new GBM shares, subject to shareholder approval.

(together, the Placement ).

The issue price for the Placement of $0.006 per share represents:

• 11% discount to the 15-day volume weighted average market price of GBM shares up to an including 19 June 2025; and

• 0% discount to the last traded price of GBM shares.

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The new shares issued under the Placement will rank equally with GBM’s existing shares.

Board and Management Participation

Subject to shareholder approval, existing Directors of GBM (or their nominees) have subscribed for a combined $294,000 under the Placement. Incoming Non-Executive Chairman Ian Middlemas (or his nominees) has subscribed for $1.2 million under the Placement and incoming Non-Executive Directors Peter Fox and Robert Behets (or their nominees) have subscribed for a combined $450,000 under the Placement.

Use of Proceeds

GBM intends to allocate the $13 million received from the Placement, as follows:

Category	A$M
Repayment of convertible note	6.2
Exploration at Yandan and Twin Hills	1.7
Drilling at Twin Hills across Lone Sister and 309 deposits	3.0
Relogging historical core, regional soil surveys and mapping at Yandan and Twin Hills	0.5
Working Capital	1.6
Total	13.0

Capital Structure on Completion of the Placement

On the basis that GBM obtains shareholder approval and completes the Placement, GBM’s indicative capital structure is as follows, subject to rounding:

Category	Number of shares	Number of options	Performance rights
Balance at the date of this announcement	1,171,069,978	271,455,296	60,773,262
To be issued under T1 Placement	244,791,132	-	-
To be issued under T2 Placement	1,921,875,535	-	-
CSAM Early Redemption	179,941,667	100,000,000	-
Conversion of WWL Farm-In Contributions	333,333,333	-	-
New Director and Management incentives	-	275,000,000	-
Balance after Placement	3,851,011,645	646,455,296	60,773,262

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Pro-Forma Capital Structure	Units	Amount
Existing Shares on Issue(Basic) # 1,171,069,978
Issue Price A$/sh 0.006 Cash Raised A$ 13,000,000 Placement Shares (T1 + T2 Placement) # 2,166,666,667 Conversion of WWL Farm-In Contributions # 333,333,333 CSAM Early Redemption # 179,941,667
Total Shares on Issue (Basic) # 3,851,011,645 Options on Issue # 646,455,296 Performance Rights on Issue # 60,773,262
Total Securities on Issue (Fully Diluted) # 4,558,240,203 Market Cap (Basic) A$ 23,106,070
Drummond Basin Resources Moz 1.8

Transaction Timetable

Event	Date
Trading Halt	Friday, 20 June 2025
GBM Announces A$13.0 million Placement	Tuesday, 24 June 2025
Settlement, allotment and expected commencement of trading of New Shares under Tranche 1	Monday, 30 June 2025
Meeting to approve Tranche 2	August 2025
Settlement, allotment at expected commencement of trading of New Shares under Tranche 2	5 business days after Meeting

This timetable is indicative only and the Company reserves the right to withdraw the Placement or vary the timetable for the Placement at any time before the issue of the relevant securities without notice, subject to the ASX Listing Rules and the Corporations Act and other applicable laws. The commencement of trading and quotation of New Shares is subject to ASX confirmation. The Company gives no assurance that such quotation will be granted.

Shareholder Approvals

The Company will as soon as practicable at a general meeting of shareholders of the Company seek shareholder approval for all issues of securities required in connection with the Placement (other than Tranche 1), CSAM Release Deed and WWL Participation Deed.

Shareholders will shortly receive a Notice of Meeting and Explanatory Memorandum.

This ASX announcement was approved and authorised for release by the GBM Board of Directors.

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About GBM Resources

GBM Resources Limited (ASX: GBZ) is a 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 1) in the Basin are subject to a A$25m farm-in with Newmont. 2025 will see an expanded drilling program across GBM’s tenements 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 (recently signed a sale agreement), in the Mt Isa Inlier in Queensland and holds a 100% interest in the White Dam Gold-Copper Project in South Australia. Divestment of these non-core assets is in progress.

For more technical information refer to ASX announcement 15 April 2025.

For further information please contact:

Investor enquiries Andrew Krelle Executive Director +61 8 9316 9100 andrew.krelle@gbmex.com.au

Competent Person Statement

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.

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 estimate with those announcements continuing to apply and have not materially changed.

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APPENDIX 1: GBM Mineral Resource Estimate for the Drummond Basin Projects (Mt Coolon, Yandan and Twin Hills) along with other company interests

Deposit	Re	Re	Re	source Category	source 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 20			22 farm-in agreement with Newmont,formerlyNewcrest)
Open Pit UG Extension Tailings	114 1.7 6,200		670 50 9	2.6 55,100 3.2 5,300 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 202			2 farm-in agreement with Newmont,formerlyNewcrest)
Oxide - Open Pit Sulphide - Open Pit			885 905	1.1 32,400 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 2			022 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 a	ll, 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, subject to partial sale and farm-in agreement (to be completed) with Wise Walkers Limited, now terminated with this announcement

• ➢ 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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