GOLD MOUNTAIN LIMITED — Capital/Financing Update 2021

Aug 15, 2021

Proposed issue of securities

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Update Summary

Entity name

GOLD MOUNTAIN LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

16/8/2021

Reason for update to a previous announcement

Change of issue date under the rights entitlement issue from 16 August 2021 to 18 August 2021 due to delays in reconciliation of funds.

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GOLD MOUNTAIN 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 Registration Number ACN 115845942

1.3 ASX issuer code

GMN

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Change of issue date under the rights entitlement issue from 16 August 2021 to 18 August 2021 due to delays in reconciliation of funds.

1.4b Date of previous announcement to this update

15/7/2021

1.5 Date of this announcement

16/8/2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? 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

GMN : 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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

GMN : ORDINARY FULLY PAID

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

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

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

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The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	3
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded down to the nearest	255,908,308
whole number or fractions disregarded
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.02000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Directors discretion

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

Underwriter's discretion in conjunction with the directors

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

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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)

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Details of attaching +securities proposed to be issued

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

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Options exercisable at $0.04 expiry 18 months from issue No No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Options exercisable at $0.04 expiry 18 months from issue No No
New class-code to be confirmed	Options exercisable at $0.04 expiry 18 months from 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	3
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded down to the nearest whole number or	(subject to rounding)
fractions disregarded	85,302,769
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Directors discretion

Will a scale back be applied if the offer is over-subscribed? Yes

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Describe the scale back arrangements

Underwriter's discretion in conjunction with the directors

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

Options details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.0400 13/2/2023

Details of the type of +security that will be issued if the option is exercised

GMN : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

85,302,769

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.

https://goldmountainltd.com.au

Part 3C - Timetable

3C.1 +Record date

20/7/2021

3C.2 Ex date

19/7/2021

3C.3 Date rights trading commences

19/7/2021

3C.4 Record date

20/7/2021

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

23/7/2021

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3C.6 Offer closing date

9/8/2021

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

4/8/2021

3C.8 Date rights trading ends

2/8/2021

3C.9 Trading in new +securities commences on a deferred settlement basis

3/8/2021

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

18/8/2021

3C.12 Date trading starts on a normal T+2 basis

19/8/2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

23/8/2021

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?

Mahe Capital Pty Limited ("Mahe Capital")

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

See section 8.4 of the Prospectus

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Mahe Capital

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Partially underwritten to $2,050,000

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

See section 8.4 of the Prospectus

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

The conditions include termination provisions customary for transaction of this nature. See disclosure in section 8.4 of the Prospectus.

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3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

• 1) Syed Hizam Alsagoff

• 2) Pay Chuan Lim

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

1) 6,100,150 new shares

2) 26,050,000 new shares

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Nil

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

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds raised will be used as additional working capital, for retirement of debt and to support the recommencement of a targeted drilling program at Mt Wipi and the continuing exploration activities at Monoyal, Sak-Lombokai Creeks and around regional areas.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

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

All countries except Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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No

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

https://goldmountainltd.com.au/

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

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3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 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 +disclosure document or +PDS for the +securities proposed to be issued

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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? No

Part 7B - Issue details

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 are non CDIs)
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 $0.04 expiry 18 months from issue
+Security type
Options
Number of +securities proposed to be	issued

20,472,664

Offer price details

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

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Please describe the consideration being provided for the +securities

Incentive to the Underwriter - 4 new Options for every $1 raised under the Prospectus. See section 8.4 of the Prospectus.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001 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 0.0400 13/2/2023 Details of the type of +security that will be issued if the option is exercised GMN : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 20,472,664

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.

http://goldmountainltd.com.au/

Part 7C - Timetable

7C.1 Proposed +issue date

18/8/2021

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%

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placement capacity under listing rule 7.1?

20,472,664

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)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

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

Part 7F - Further Information

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

New options be issued to Mahe Capital as part consideration of the lead manager's fee on a 4 Options for every $1 raised under the Prospectus.

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

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