GOLD MOUNTAIN LIMITED — Proxy Solicitation & Information Statement 2023

Jan 8, 2023

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Gold Mountain Limited ACN: 115 845 942 Notice of General Meeting The General Meeting of Gold Mountain Limited will be held at Mantra Midtown Brisbane, 127 Charlotte Street, Brisbane QLD 4000 at 11:00am (Brisbane Time) on Wednesday, 8 February 2023.

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This notice of General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting. Please contact the Company Secretary on + 61 417 978 955 or dan.smith@goldmountainltd.com.au if you wish to discuss any matter concerning the Meeting.

Gold Mountain Limited ACN 115 845 942

Notice of General Meeting

Notice is hereby given that the General Meeting of the Shareholders of Gold Mountain Limited will be held at Mantra Midtown Brisbane, 127 Charlotte Street, Brisbane QLD 4000 at 11:00am (Brisbane Time) on Wednesday 8 February 2023 ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and Proxy Form form part of this Notice of Meeting.

Shareholders can vote by attending the Meeting by returning a completed Proxy Form or attending the Meeting in person. Instructions on how to complete a Proxy Form are set out in the Explanatory Statement.

Proxy Forms must be received by no later than 11:00am (Brisbane Time) on 6 February 2023. Terms and abbreviations used in this Notice and Explanatory Statement are defined in Schedule 1 of the Explanatory Statement.

The business of the Meeting affects your shareholding, and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on 6 February 2023.

AGENDA

RESOLUTION 1 – APPROVAL TO ISSUE MARS CONSIDERATION SHARES UNDER LISTING RULE 7.1

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 125,000,000 Shares to Mars Mines Limited under the acquisition of a 75% interest in the Salinas II Lithium Tenements, and otherwise on the terms set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

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“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 236,722,375 Placement Shares on the terms set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES UNDER LISTING RULE 7.1A

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 29,944,292 Placement Shares on the terms set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

RESOLUTION 4 – APPROVAL TO ISSUE PLACEMENT OPTIONS UNDER LISTING RULE 7.1

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 133,333,333 Options to investors under the Placement, and otherwise on the terms set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

RESOLUTION 5 – APPROVAL TO ISSUE BROKER OPTIONS UNDER LISTING RULE 7.1

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 66,666,666 Options to advisors to the Placement, and otherwise on the terms set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

VOTING PROHIBITION AND EXCLUSION STATEMENTS

ASX Listing Rules

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of a resolution by or on behalf of:

• (a) the below named person or class of persons excluded from voting; or

• (b) an associate of that person or those persons:

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Persons excluded from voting

Resolution

Resolution 1 – Issue of Consideration	Mars Mines and any person who is expected to
Shares	participate in, or who will obtain a material benefit
	as a result of, the proposed issue (except a benefit
	solely by reason of being a holder of ordinary
	securities in the entity).
Resolution 2 – Ratification of prior	Persons who participated in the issue or is a
issue of Placement Shares under LR	counterparty to the agreement being approved, or
7.1	any associate of those persons.
Resolution 3 - Ratification of prior	Persons who participated in the issue or is a
issue of Placement Shares under LR	counterparty to the agreement being approved, or
7.1A	any associate of those persons.
Resolution 4 – Issue of Placement	Any person who is expected to participate in, or
Options under LR 7.1	who will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of
	being a holder of ordinary securities in the entity).
Resolution 5 – Issue of Broker	Any person who is expected to participate in, or
Options under LR 7.1	who will obtain a material benefit as a result of, the
	proposed issue (except a benefit solely by reason of
	being a holder of ordinary securities in the entity).

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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By order of the Board of Directors

Mr Daniel Smith Company Secretary 9 January 2023

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Explanatory Statement

1 INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level Mantra Midtown Brisbane, 127 Charlotte Street, Brisbane QLD 4000 at 11:00am (Brisbane Time) on Wednesday 8 February 2023. The purpose of this Explanatory Statement is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice, and includes the following:

• 1 INTRODUCTION ........................................................................ 6 2 ACTION TO BE TAKEN BY SHAREHOLDERS ......................................... 6 3 INTRODUCTION ........................................................................ 8

• 4 RESOLUTION 1 – ISSUE OF SECURITIES ISSUED UNDER THE MARS ACQUISITION ......................................................................................... 10

• 5 RESOLUTIONS 2 TO 5 – RATIFICATION AND ISSUE OF SECURITIES UNDER THE PLACEMENT ........................................................................... 12

A Proxy Form is located at the end of this Explanatory Statement.

ASX takes no responsibility for the contents of the Notice or Explanatory Statement.

Please contact the Company Secretary on + 61 417 978 955 or by email at dan.smith@goldmountainltd.com.au if you wish to discuss any matter concerning the Meeting.

2 ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Statement carefully before deciding how to vote on the Resolutions.

2.1 Voting by Proxy

To vote by proxy, please complete and sign and return the Proxy Form (attached to the Notice) to the Company in accordance with the instructions on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has the right to appoint a proxy;

• (b) the proxy need not be a Shareholder of the Company; and

• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed

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to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise half of the votes.

The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on the Resolutions.

The Proxy Form must be received no later than 48 hours before the commencement of the Meeting, i.e. by no later than 11:00am (Brisbane Time) on 6 February 2023. Any Proxy Form received after that time will not be valid for the Meeting.

Shareholders can appoint the Chair of the Meeting as their proxy. Shareholders can complete the proxy form to provide specific instructions on how a Shareholder’s vote is to be cast on each item of business, and the Chair of the Meeting must follow your instructions.

2.2 Voting in person

All Shareholders are invited and encouraged to attend the Meeting.

To vote in person, attend the Meeting at the time, date and place set out in the Notice.

2.3 Videoconference

The Meeting will be accessible to all Shareholders via videoconference on Teams, an online platform which will allow Shareholders to listen to and observe the Meeting. If you are a Shareholder and you wish to attend the Meeting virtually, you will need to pre-register for the Meeting by emailing the Company Secretary, Dan Smith dan.smith@goldmountainltd.com.au. Shareholders pre-registering will prior to the Meeting be emailed an electronic Teams invitation and poll voting slip. The poll voting slip will need to be completed and emailed back to the Company Secretary when asked to do so by the Meeting’s Chair.

You may, if you have completed a Proxy Form, still attend the Meeting via the Teams videoconference facility. Any person you have appointed as proxy will cast your vote on your behalf unless you lodge a poll voting slip, in which case the proxy’s appointment is withdrawn.

Please contact the Company Secretary on +61 417 978 955 or dan.smith@goldmountainltd.com.au if you have any queries about the videoconference facility.

2.4 Corporate representatives

Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting.

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2.5 Eligibility to vote

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on 6 February 2023.

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

2.6 Voting by Shareholders at the Meeting

All Resolutions will be determined by a poll at the Meeting.

The Company encourages Shareholders who submit proxies to direct their proxy on how to vote on the Resolutions. As at the date of this Notice the Chairman of the Meeting intends to vote all undirected proxies in favour of each of the Resolutions.

3 INTRODUCTION

3.1 Introduction

On 20 December 2022, the Company announced the proposed acquisition of a 75% interest in the Salinas II lithium tenements in Brazil from Mars Mines Limited ( Mars Mines ) for 125 million Shares ( Consideration Shares ). The acquisition is subject to certain conditions, including Shareholder approval. Resolution 1 seeks that approval.

On 22 December 2022, the Company announced a proposed capital raising of A$2 million through the issue of 266,666,666 Shares with, subject to Shareholder approval, one attaching Option (exercise price $0.01 expiring 3 years from issue and otherwise on terms in SCHEDULE 2) for every 2 Shares issued ( Placement ). The Placement was made to unrelated investors introduced by a supporting broker at an issue price of A$0.0075, which represented a discount of 16.7% to the last market price of the Company’s Shares.

The Placement was agreed without Shareholder approval using the Company’s capacity under Listing Rules 7.1 and 7.1A, and the Shares were issued on 3 January 2022. Resolutions 2 and 3 seek Shareholder approval to ratify the issue.

Resolution 4 seeks Shareholder approval to issue the attaching Options under the Placement ( Placement Options ).

In consideration for the Placement, the Company will pay the supporting broker to the raising a cash fee of 6% and, subject to Shareholder approval, issue 66,666,666 Options exercisable at A$0.01 each on or before 3 years from the date of issue and otherwise on terms in SCHEDULE 2 ( Broker Options ).

Resolution 5 seeks Shareholder approval to issue the Broker Options.

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In addition to the Placement, the Company will undertake a non-renounceable rights issue ( Rights Issue ) of 1 Option (on the same terms as the Placement Options, namely exercisable at A$0.01 each on or before 3 years from the date of issue and otherwise on terms in SCHEDULE 2) for every 5 Shares held by Shareholders resident in Australia, New Zealand and other jurisdictions the Company considers it feasible to make the offer (at the record date) at an issue price of A$0.001 per option ( Rights Option ). The issue price of Rights Options is $0.001 per Option.

The Company intends to seek quotation of the Placement, Broker and Rights Options.

The net proceeds of the Placement and Rights Issue will be utilised towards ongoing exploration activities at the Company’s Brazilian lithium joint venture with Mars Mines, the Wabag Project in PNG, the acquisition of the Salinas II Project, and for general working capital.

3.2 Effect on the capital structure of the Company and dilution

The effect of the various issues on the capital structure of the Company is as follows (assuming all Resolutions are passed and no other securities are issued):

	Diluted	%	Fully diluted	%
Existing Shares on issue (excluding Shares the subject of Resolutions 2 and 3)	1,578,149,170	64.79	1,578,149,170	53.47
Existing Options on issue	465,876,252	19.13	465,876,252	15.79
Resolution 1 (Consideration Shares)	125,000,000	5.13	125,000,000	4.24
Resolutions 2 and 3 (Placement)	266,666,666	10.95	266,666,666	9.04
Resolution 4 (Placement Options)			133,333,333	4.52
Resolution 5 (Broker Options)			66,666,666	2.26
Rights Issue Options1			315,629,834	10.69
Total	2,435,692,088	100	2,951,321,921	100

1 As a pro rata issue, Shareholder approval is not required to issue the Rights Issue Options. This assumes that the Consideration Shares and Placement Shares are

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issued, that no other Shares are issued prior to the record date, and full subscription under the Rights Issue.

3.3 Listing Rules

Broadly speaking and subject to a number of exceptions, Listing Rule 7.1 limits the number of equity securities a company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid up ordinary securities it had on issue at the start of that period.

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of Equity Securities which represents 10% of the fully paid ordinary securities on issue at the commencement of that 12 month period as calculated in accordance with the formula in ASX Listing Rule 7.1A.

Where an eligible entity obtains shareholder approval of its placement capacity under ASX Listing Rule 7.1A, then any ordinary securities issued under that additional placement capacity:

• (a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

• (b) are counted in variable “E”,

until their issues have been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issues.

Listing Rule 7.4 allows shareholders to ratify an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rules 7.1 and 7.1A, and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 and (assuming the conditions of that rule are satisfied) Listing Rule 7.1A.

Securities issues that are approved by Shareholders under Listing Rule 7.4 are not included in calculating an entity’s 15% capacity under Listing Rule 7.1 or 10% capacity under Listing Rule 7.1A.

4 RESOLUTION 1 – ISSUE OF SECURITIES ISSUED UNDER THE MARS ACQUISITION

4.1 Introduction

On 20 December 2022, the Company announced that it had executed a conditional agreement ( Acquisition Agreement ) with Mars Mines under which the Company can acquire a 75% interest in a package of seven highly prospective lithium exploration licenses located in the Salinas II Project area in eastern Brazil. The licences consist of four granted licenses and three licenses under application, which together cover

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an area of approximately 9,264 hectares located west and northeast of the town of Salinas ( Salinas II Project ).

Further details on the Salinas II Project is set out in the Company’s announcement to ASX on 20 December 2022.

The following is a summary of the material terms of the Acquisition:

• (a) In consideration for Mars Mines transferring a 75% interest in a newly incorporated special purpose vehicle (which will hold the Salinas II Project) ( SPV ) to the Company, the Company will issue Mars Mines or its nominees 125,000,000 Shares and free carry Mars to a decision to mine on the project.

• (b) The acquisition is conditional upon the following being satisfied or waived by no later than 31 March 2022:

• (i) Mars Mines establishing the SPV that will hold the Project;

• (ii) Shareholders approving the transaction at a general meeting of shareholders by the requisite majorities under the ASX Listing Rules.

• (iii) Due diligence to Gold Mountain’s satisfaction.

• (iv) There being no material adverse change in the Project, or any event reasonably likely to result in such a material adverse change.

• (v) There is no material breach, and there are no facts or circumstances that may reasonably be expected to lead to a material breach, of any warranties before Completion.

• (c) The agreement contains warranties and indemnities consistent with an agreement of this nature.

Following a decision to mine, both parties will fund exploration pro-rata to their respective interests or dilute per standard dilution metrics, with Gold Mountain as the manager of the joint venture.

The effect of the Placement on the Company’s capital structure is set out in section 3.2.

4.2 ASX Listing Rules 7.1

ASX Listing Rule 7.1 is set out above.

By approving the issue of the Consideration Shares, the Company can acquire 75% of the SPV, and in effect 75% of the Project. If Shareholder approval is not obtained, the Acquisition will be terminated.

4.3 Resolution 1 - Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided in relation to Resolution 1:

(a) The securities will be issued to Mars Mines (or its nominee/s), who are not persons to whom Listing Rule 10.11 applies.

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• (b) The maximum number of securities to be issued is 125,000,000 Consideration Shares.

• (c) The shares to be issued are fully paid ordinary shares in the capital of the Company that will rank equally with all Shares currently on issue.

• (d) The securities will be issued no later than 3 months after the date of the meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue will occur on the same date.

• (e) The deemed issue price of the Consideration Shares is $0.008 per Share.

• (f) The Consideration Shares will be issued in consideration for acquiring a 75% interest in the Salinas II Lithium Project under the Acquisition, and no funds will be raised from the issue.

• (g) Other than those set out in this section, there are no other material terms in relation to the issue.

• (h) A voting exclusion statement is included in the Notice.

If Resolution 1 is passed, Gold Mountain can issue the Consideration Shares. The Consideration Shares will also be included in calculating Gold Mountain’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities Gold Mountain can issue without shareholder approval over the 12-month period following the issue.

If Resolution 1 is not passed, the Company cannot issue the Consideration Shares and the Acquisition will lapse with the Company having no interest in the Salinas II Project.

4.4 Directors’ recommendation

The Directors unanimously recommends that Shareholders vote in favour of Resolution 1. These will allow the Company to issue the Consideration Shares and complete the Acquisition.

5 RESOLUTIONS 2 TO 5 – RATIFICATION AND ISSUE OF SECURITIES UNDER THE PLACEMENT

5.1 Introduction

On 22 December 2022, the Company announced it has received binding commitments to raise $2 million (before costs) through a placement of 266,666,666 new Shares at an issue price of $0.0075 per Share, with 1 attaching Placement Option for every 2 Placement Shares issued, to a mixture of new and existing professional and sophisticated investors ( Placement ). The Placement Shares were issued on 3 January 2023 without Shareholder approval using the Company’s ASX Listing Rule 7.1 and

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7.1A capacity; 236,722,375 Shares issued pursuant to Listing Rule 7.1 and 29,944,292 Shares issued pursuant to Listing Rule 7.1A.

In consideration for the Placement, the Company will pay the supporting broker to the Placement a cash fee of 6% of the amount raised and, subject to Shareholder approval, issue 66,666,666 Options (exercise price $0.01 and expiring 3 years from issue) ( Broker Options ).

Resolutions 2 and 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares, as set out below. Resolutions 4 and 5 seek Shareholder approval of the issue of the Placement Options and Broker Options.

The effect of the issues on the Company’s capital structure is set out in section 3.2.

5.2 ASX Listing Rules

ASX Listing Rules 7.1, 7.1A and 7.4 are summarised above.

By ratifying the Placement, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 and the 10% annual placement capacity as set out in ASX Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval. By approving Resolutions 4 and 5 the Company can issue the Placement Options and Broker Options.

5.3 Resolutions 2 and 3 - Technical information required by ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following in relation to Resolutions 2 and 3:

• (a) the Shares were issued to certain professional and sophisticated investors introduced by the Company’s management, none of whom are persons to whom Listing Rule 10.11 applies.

• (b) 266,666,666 Shares were issued on the following basis:

• (i) 236,722,375 Shares issued pursuant to ASX Listing Rule 7.1; and

• (ii) 29,944,292 Shares issued pursuant to ASX Listing Rule 7.1A:

• (c) the Shares are ordinary fully paid shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;

• (d) the Shares were issued on 3 January 2023.

• (e) the issue price of the Shares issued pursuant to the Placement was $0.0075 per Share;

• (f) The net proceeds of the Placement and Rights Issue will be utilised towards ongoing exploration activities at the Company’s Brazilian lithium joint venture with Mars Mines, the Wabag Project in PNG, the acquisition of the Salinas II Project, and for general working capital.

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• (g) Other than those set out in this section, there are no other material terms in relation to the issue.

• (h) A voting exclusion statement is included in the Notice.

If Resolutions 2 and 3 are passed, the Issue will be excluded in calculating Gold Mountain’s 15% and 10% limits in Listing Rule 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without shareholder approval over the 12-month period following the Issue Date. If Resolutions 2 and/or 3 are not passed, the Issue will be included in calculating Gold Mountain’s 15% and 10% limits in Listing Rule 7.1 and 7.1A (as the case may be), effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.

The Directors unanimously recommend Shareholders vote in favour of Resolutions 2 and 3.

5.4 Resolution 4 - Technical information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3, Shareholders are advised of the following in relation to Resolution 4:

• (a) The Placement Options will be issued to investors participating in the Placement.

• (b) The number of Placement Options to be issued is 133,333,333.

• (c) The Placement Options each confer the right to subscribe for a fully paid ordinary share in the Company at an exercise price of $0.01 and expiring 3 years from issue, and otherwise on the terms in SCHEDULE 2.

• (d) The securities will be issued no later than 3 months after the date of the meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue will occur on the same date.

• (e) The securities will be issued as free-attaching Options under the Placement and no funds will be raised from the issue. Funds raised from the exercise of the Placement Options will be used for general working capital.

• (f) Other than those set out in this section, there are no other material terms in relation to the issue.

• (g) A voting exclusion statement is included in the Notice.

If Resolution 4 is passed, the Company can issue the Placement Options and the issue will be excluded in calculating Gold Mountain’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.

If Resolution 4 is not passed, the issue will not proceed.

The Directors unanimously recommend Shareholders vote in favour of Resolution 4.

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5.5 Resolution 5 - Technical information required by ASX Listing Rule 7.3

In compliance with the information requirements of ASX Listing Rule 7.3, Shareholders are advised of the following in relation to Resolution 5:

• (a) The Broker Options will be issued to Pac Partners Securities Pty Ltd (who placed part of the Placement to their clients) or their nominees, none of whom are persons to whom Listing Rule 10.11 applies.

• (b) The number of Broker Options to be issued is 66,666,666.

• (c) The Broker Options each confer the right to subscribe for a fully paid ordinary share in the Company at an exercise price of $0.0.01 and expiring 3 years from issue, and otherwise on the terms in SCHEDULE 2.

• (d) The securities will be issued no later than 3 months after the date of the meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue will occur on the same date.

• (e) The securities will be issued in part consideration for services provided in relation to the Placement and no funds will be raised from the issue. Funds raised from the exercise of the Broker Options will be used for general working capital.

• (f) Other than those set out in this section, there are no other material terms in relation to the issue.

• (g) A voting exclusion statement is included in the Notice.

If Resolution 5 is passed, the Company can issue the Broker Options and the issue will be excluded in calculating Gold Mountain’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Issue Date.

If Resolution 5 is not passed, the issue will not proceed.

The Directors unanimously recommend Shareholders vote in favour of Resolution 5.

5.6 Directors’ recommendation

The Directors unanimously recommends that Shareholders vote in favour of Resolution 5 as it will allow the Company to issue the Placement Options.

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SCHEDULE 1 GLOSSARY

$ or A$ means Australian dollars.

Acquisition has the meaning given in section 4.1.

ASX Listing Rules means the Listing Rules of ASX.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Broker Options has the meaning given in section 3.1.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Gold Mountain Limited (ACN 115 845 942).

Consideration Shares has the meaning given in section 3.1.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Mars Mines Limited has the meaning given in section 4.1.

Meeting or General Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to be issued a Share.

Placement has the meaning given in section 3.1.

Placement Options has the meaning given in section 3.1.

Placement Share means a Share issued under the Placement.

Proxy Form means the proxy form accompanying the Notice.

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Relevant Period has the meaning given in the Listing Rule.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Rights Options has the meaning given in section 3.1.

Salinas II Project has the meaning given in section 4.1.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

VWAP has the meaning given in the Listing Rule.

WST means Western Australian Standard Time.

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SCHEDULE 2 PLACEMENT AND BROKER OPTION TERMS

1. Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option before the Expiry Date.

1. Quotation of Options

The Company will apply to the ASX for Official Quotation of the Options. Subject to the quotation requirements being met, the Options will be quoted.

1. Exercise Price

The amount payable on exercise of each Option will be $0.01 (Exercise Price).

1. Expiry Date

The Options will expire at 5.00pm (AEST) 3 years from issue (Expiry Date).

Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

1. Exercise Period

Options may be exercised at any time prior to the Expiry Date (Exercise Period).

1. Notice of Exercise

The Options may be exercised by notice in writing to the Company (Exercise Notice) and payment of the Exercise Price, in Australian currency, for each Option being exercised.

A minimum of 50,000 Options (having a total exercise price of $500) must be exercised at any time. Where a Shareholder holds less than 50,000 Options then they must exercise their entire holding of Options.

1. Exercise Date

Any Exercise Notice received by the Company will be deemed effective on and from the later of: (i) the date of receipt of the Exercise Notice and (ii) the date of Company's receipt of the Exercise Price, for each Option being exercised, in cleared funds (Exercise Date).

2. Timing of Issue of Shares on Exercise

Within 15 Business Days after a Option is validly exercised or such other period specified by the Listing Rules, the Company will:

• (a) allot and issue that number of Shares pursuant to the exercise of the Options; and

• (b) if admitted to the official list of the ASX at the time, apply for official quotation on the ASX of the Shares issued pursuant to the exercise of the Options.

• Shares Issued on Exercise

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Shares issued pursuant to the exercise of the Options will rank equally with the then issued Shares of the Company.

1. Participation in New Issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital to Shareholders during the currency of the Options without exercising the Options.

1. Reconstruction of Capital

If at any time the issued share capital of the Company is reconstructed, all rights of a Option holder will be varied to comply with the Corporations Act and the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

1. Options Transferable

The Options are transferable.

1. Change in Exercise Price

2. A Option does not confer the right to a change in the Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

3. Adjustments for Rights Issues

If the Company makes a pro rate issue of Shares to existing Shareholders, there will be no adjustment to the Exercise Price of a Option.

1. Adjustment for Bonus Issue of Shares

2. If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than in satisfaction of dividends or by way of dividend reinvestment):

3. (a) The number of Shares which must be issued on the exercise of a Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

4. (b) there will be no adjustment to the Exercise Price of a Option.

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All Correspondence to:

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 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (Brisbane time) on Monday, 6 February 2023.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/gmngm2023 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (Brisbane time) on Monday, 6 February 2023. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/gmngm2023  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Gold Montain Limited ACN 115 845 942

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Gold Mountain Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at the Mantra Midtown Brisbane, 127 Charlotte Street, Brisbane QLD 4000 on Wednesday, 8 February, 2023 at 11:00am (Brisbane time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1,2 and 3, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 1,2 and 3 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1,2 and 3). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2

VOTING DIRECTIONS

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Approval to Issue Mars Consideration Shares Under Listing Rule 7.1 Resolution 2 Ratification of Prior Issue of Placement Shares Under Listing Rule 7.1 Resolution 3 Ratification of Prior Issue of Placement Shares Under Listing Rule 7.1A Resolution 4 Approval to Issue Placement Options Under Listing Rule 7.1 Resolution 5 Approval to Issue Broker Options Under Listing Rule 7.1

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2 Securityholder 3 Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2023