GOLD MOUNTAIN LIMITED — Capital/Financing Update 2021

Jul 13, 2021

(ASX: GMN) ASX RELEASE

14 July 2021

RENOUNCEABLE RIGHTS ISSUE TO RAISE UP TO $5.1 MILLION

Gold Mountain Limited (ASX: GMN) (“Gold Mountain” or “the Company”) is pleased to announce a Renounceable Rights Issue to raise up to $5.1 million to fund exploration of its Wabag project, repay debt, working capital and to meet the costs of the offer.

Highlights

• 1 for 3 Renounceable Rights Issue to raise up to $5.1 million

• Attractively priced at 2 cents per share,adiscount of 37% to the last price of 3.2 cents and 49% to the 90-day VWAP of 3.9 cents

• With every 3 New Shares, shareholders receive 1 free attaching New Option, with an Exercise Price of 4 cents, term of 18 months

• Shareholders can trade their rights and apply for additional shares and options

• Rights to start trading from 16 July 2021

• Partially underwritten by Mahe Capital for $2.05 million, inclusive of Directors’ commitments of $643,003

• Funds to be used to fund exploration of its Wabag project, repay debt, working capital and to meet the costs of the offer

• On completion, the Company to be debt free, with around $1 million of loans and creditors being repaid through subscribing under the Offer

Renounceable Rights Issue

Under the offer, shareholders will be offered 1 New Share for every 3 existing shares held on 19 July (“Record Date”), with 1 attaching new listed option, exercisable at 4 cents and with term of eighteen months from the date of their issue (“New Option”), for every 3 New Shares subscribed.

The rights issue price represents a discount of:

• 37% to the Company’s last close of $0.032 on the ASX; and

• 49% to the Company’s 90-day VWAP of $0.039.

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On completion and with existing funds on hand and assuming the full amount is raised, the Company will be well-funded with no debt and up to $5.924 million available for working capital that will be used for corporate requirements and to progress:

• Commencement of a 6,000-8,000m targeted drilling program in the highly prospective Mt Wipi target area

• Conducting a detailed airborne geophysical survey (100m x 100m spacing). This will provide a better understanding of the structural geology allowing for enhanced target generation and better targeting of the drilling program.

• Compilation and review of the extensive geological data for the highly prospective Monoyal and Sak Creek target areas with specific focus on Lombokai Creek

• Continued Regional exploration works programme

The pro forma capital structure following the offer is set out in section 1 and 5.4 of the prospectus lodged with ASIC and under which the offer is made. A copy of the prospectus accompanies this announcement.

The rights issue replaces the balance of the placement announced to ASX on 12 May 2021 (with some of the participants to that placement providing commitments to participate in the rights issue either through entitlement and/or sub-undewriting).

Offer Terms

The Rights Issue is open to all eligible shareholders who have a registered address within Australia or New Zealand, and who hold Shares on the Record Date. The Rights Issue will close on 6 August 2021 (unless extended), and eligible shareholders can apply for shortfall in excess of their entitlement. Shareholders can also trade their rights from 16 July 2021.

Mahe Capital advised on the issue and acts as Lead Manager and Underwriter. Mahe will be paid a lead manager fee of $60,000 and 1% of the amount raised, an underwriting fee of 5%, and a placement fee of 5% on shortfall placed by Mahe or 1% on shortfall placed by others. Mahe will also be issued 4 New Options for every dollar raised. These options will be issued without shareholder approval and using the Company’s existing 15% capacity under Listing Rule 7.1

The issue is partially underwritten for $2.05 million, inclusive of Directors’commitments totalling $643,003. The Directors will not receive any fees with respect to their commitments. The fees and key terms of the underwriting (including terminating events) are set out in the prospectus and appendix 3B which accompanies this announcement.

All New Shares issued will rank equally with existing shares on issue and the Company will apply for quotation of the New Shares and Options. A prospectus in relation to the Rights Issue was lodged with ASIC on 14 July 2021 and, together with a personalised entitlement acceptance form, will be sent to eligible shareholders shortly after the Record Date.

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Eligible shareholders should consider the prospectus in deciding whether to acquire securities under the Rights Issue and will need to follow the instructions on the entitlement and acceptance form that will accompany the prospectus. The following are indicative dates in respect of the capital raising:

Shareholders outside Australia or New Zealand wishing to apply for shortfall shares should contact the Company.

Timetable

Event	Date
Ex entitlement date Rights trading commences on a deferred settlement basis	16 July 2021
Record Date for determining entitlements (5:00pm EST)	19 July 2021
Prospectus and personalised Entitlement and Acceptance Forms sent out to Eligible Shareholders	22 July 2021
Rights trading ends	30 July 2021
Closing date of entitlement issue (5:00pm EST)	6 August 2021
ASX notified of under subscriptions	11 August 2021
Issue date	13 August 2021

These dates are indicative only and may change, subject to the Corporations Act and Listing Rules.

This announcement reinstates the Company’s shares to trading on ASX.

About Gold Mountain Limited

Gold Mountain Limited is an Australian, publicly listed company exploring for world class, porphyry copper-gold-molybdenum deposits at its Wabag Project in the highly prospective Papuan Mobile Belt (PMB) in Papua New Guinea (PNG). PNG hosts one of the highest densities of tier one copper and gold deposits in the world, including Ok Tedi, Frieda River and Porgera (located app 70km from Wabag).

The exploration programmes have identified three prospective targets being Mt Wipi, Monoyal and Sak Creek. GMN is continuing with its regional exploration programmes across all tenements and is commencing with a drilling programme at the highly prospective Mt Wipi target.

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The Board of Gold Mountain Limited authorised this announcement to be provided to the ASX.

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For further information please visit the website www.goldmountainltd.com.au or contact:

Tim Cameron

Executive Director M +61 (0) 448 405 860

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[ Follow Gold Mountain on Twitter at: ] www.twitter.com/GoldMountainASX Follow Gold Mountain on LinkedIn at: www.linkedin.com/company/goldmountain Follow Gold Mountain on YouTube at: YouTube Channel

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