GOLDEN STATE MINING LIMITED — Capital/Financing Update 2019

Apr 29, 2019

==> picture [594 x 168] intentionally omitted <==

==> picture [99 x 15] intentionally omitted <==

==> picture [59 x 15] intentionally omitted <==

==> picture [51 x 15] intentionally omitted <==

==> picture [336 x 43] intentionally omitted <==

==> picture [98 x 15] intentionally omitted <==

==> picture [49 x 13] intentionally omitted <==

==> picture [19 x 13] intentionally omitted <==

==> picture [71 x 13] intentionally omitted <==

==> picture [57 x 13] intentionally omitted <==

==> picture [68 x 12] intentionally omitted <==

==> picture [55 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [7 x 12] intentionally omitted <==

==> picture [50 x 12] intentionally omitted <==

==> picture [52 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [66 x 12] intentionally omitted <==

==> picture [50 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [66 x 12] intentionally omitted <==

==> picture [73 x 15] intentionally omitted <==

==> picture [31 x 12] intentionally omitted <==

==> picture [27 x 12] intentionally omitted <==

==> picture [31 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [89 x 15] intentionally omitted <==

==> picture [61 x 13] intentionally omitted <==

==> picture [9 x 13] intentionally omitted <==

==> picture [63 x 13] intentionally omitted <==

==> picture [76 x 12] intentionally omitted <==

==> picture [88 x 12] intentionally omitted <==

==> picture [78 x 12] intentionally omitted <==

==> picture [102 x 12] intentionally omitted <==

==> picture [30 x 13] intentionally omitted <==

==> picture [45 x 13] intentionally omitted <==

==> picture [81 x 24] intentionally omitted <==

==> picture [346 x 19] intentionally omitted <==

▪

==> picture [224 x 19] intentionally omitted <==

==> picture [104 x 19] intentionally omitted <==

==> picture [311 x 18] intentionally omitted <==

==> picture [58 x 18] intentionally omitted <==

==> picture [158 x 18] intentionally omitted <==

==> picture [56 x 18] intentionally omitted <==

==> picture [55 x 18] intentionally omitted <==

==> picture [100 x 18] intentionally omitted <==

==> picture [179 x 18] intentionally omitted <==

==> picture [76 x 18] intentionally omitted <==

==> picture [55 x 18] intentionally omitted <==

==> picture [311 x 18] intentionally omitted <==

==> picture [50 x 18] intentionally omitted <==

==> picture [285 x 19] intentionally omitted <==

==> picture [127 x 19] intentionally omitted <==

==> picture [54 x 19] intentionally omitted <==

==> picture [121 x 19] intentionally omitted <==

==> picture [85 x 19] intentionally omitted <==

==> picture [205 x 19] intentionally omitted <==

==> picture [84 x 19] intentionally omitted <==

==> picture [74 x 25] intentionally omitted <==

• The Company announced (on 23 January 2019) that it had completed the Asset Sale Agreement (“Agreement”) to acquire a 100% interest in the tenements held by Lefroy Exploration Limited (ASX:“LEX”) in the Murchison region of Western Australia (“the Murchison Project”).

• The Company’s cash position was $3.0M at 31 March 2019.

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 2

==> picture [91 x 24] intentionally omitted <==

==> picture [86 x 24] intentionally omitted <==

==> picture [132 x 20] intentionally omitted <==

==> picture [78 x 20] intentionally omitted <==

Follow up drilling at the Light of Asia North Prospect is planned to build on the high-grade intercept in 18GSLARC0006 3m @ 20.1 g/t including 1m @ 56.6 g/t Au (Figure 1 - refer to ASX announcement dated 25 January 2019). Along strike and downdip positions within the historic high-grade Light of Asia trend will now be targeted in addition to predicted down-plunge positions of the first pass intersection. The Company has received statutory approvals with drilling planned for May.

==> picture [409 x 517] intentionally omitted <==

Figure 1: Recent and Previous Drilling Results at Light of Asia

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 3

==> picture [188 x 19] intentionally omitted <==

==> picture [126 x 19] intentionally omitted <==

The Cuddingwarra and Big Bell South tenements that make up the Murchison Project are considered highly prospective, with synergies to GSM’s current exploration strategy in the Cue region. The new tenements are considered positive, ‘Greenfields’ exploration ground and cover substantial prospective greenstone stratigraphy and structure in a well-endowed gold mining district either along strike, or in the vicinity of previous and current gold mining operations (Figure 2).

==> picture [423 x 334] intentionally omitted <==

----- Start of picture text -----

CUDDINGWARRARA
BIG BELL
SOUTH
----- End of picture text -----

Figure 2. GSM and acquired LEX tenement packages at Cue

==> picture [27 x 24] intentionally omitted <==

==> picture [77 x 24] intentionally omitted <==

==> picture [51 x 24] intentionally omitted <==

==> picture [85 x 24] intentionally omitted <==

==> picture [165 x 20] intentionally omitted <==

The Cuddingwarra project is located approximately 9km northwest of the townsite of Cue and consists of one exploration license and nineteen prospecting licences, covering an area of approximately 78km[2] . The project is situated east and west of the main Cuddingwarra Mining Centre, which has previously produced 1.3M oz of gold mainly hosted within north and north-northeast trending major faults and shears associated with the main Cuddingwarra Shear Zone. Gold mineralisation is localised in ultramafic/mafic rocks and associated felsic porphyry intrusives.

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 4

A new Targeting Study at Cuddingwarra has now been completed and resulted in the generation of 12 priority gold targets. The study not only highlighted the prospectivity of the new tenure, but also the need to more adequately test the sparse historic drilling completed to date.

Several high priority targets at the Cuddingwarra Project have been identified using the historical data:

• 1) Shallow drillholes with gold anomalism;

• 2) Coincident gold-in-soil and base-metal anomalies and SAM (Sub Audio Magnetic) geophysical anomalies;

• 3) Re-interpretation of structural complexity;

• 4) Re-examination of the Cuddingwarra Project, which bookends the Cuddingwarra Mining Centre, where a series of shallow gold pits have been previously mined.

Drill planning and logistics are well underway to commence in Q3 of the 2019 field season.

==> picture [337 x 475] intentionally omitted <==

----- Start of picture text -----

CUDDINGWARRARA
----- End of picture text -----

Figure 3: Exploration Plan and Priority Gold Targets at the Cuddingwarra Project

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 5

==> picture [147 x 19] intentionally omitted <==

The results of comprehensive follow up studies on the two holes targeting the two previously identified seismic reflectors were completed during the March 2019 quarter. The geophysical analysis completed by HiSeis (Perth), indicates that the seismic reflector targeted in 18GSCRCD0001 can be explained by the properties of the various greenstone rocks intersected in a broad shear zone. The deeper seismic reflector targeted in 18GSCRCD0002 was not the interpreted extension of the Great Fingall sequence but has been interpreted to represent a series of late micro-dolerite dykes intersected at a similar depth.

==> picture [57 x 25] intentionally omitted <==

==> picture [86 x 25] intentionally omitted <==

==> picture [129 x 20] intentionally omitted <==

==> picture [61 x 20] intentionally omitted <==

==> picture [100 x 20] intentionally omitted <==

==> picture [121 x 20] intentionally omitted <==

A reconnaissance visit was conducted in the December 2018 quarter, which located historic drill collars[1] completed in 2010. This drilling targeted an Archean mafic-ultramafic intrusion and intersected 14m of 0.51% Nickel and 0.02% Cobalt from 38 metres vertical depth (Figure 4).

==> picture [483 x 395] intentionally omitted <==

Figure 4: Regional Plan for Yule Project with Exploration Targets 1 See GSM prospectus 2018

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 6

Petrographic analysis work on some associated remnant drill cuttings identified a hydrothermally altered pyroxenite, which raises the possibility of upgrading the Nickel-Cobalt content by structurally controlled fluid flow.

Nearby petrological analysis also identified a tourmaline-bearing pegmatite unit which may explain the presence of numerous anomalous lithium values in a nearby drillhole, of up to 715 ppm Li2O in one metre with six other metres having > 200 ppm Li2O. This finding is significant and highlights the potential for the discovery of further lithium mineralization in this vicinity.

A detailed interpretation of airborne and ground based geophysical data in addition to other previous drilling is underway to generate further exploration and potential drill targets. Drilling is currently being planned for Q3 in the 2019 field season

==> picture [65 x 20] intentionally omitted <==

==> picture [141 x 20] intentionally omitted <==

A previous interpretation of airborne geophysical data[2] over the Yule South area identified several target areas which have never been followed up or drill tested (Figure 4). The interpretation is mainly gold focused but includes base metals and lithium/tantalum targets and is centred on their magnetic properties or their interpreted structural characteristics. These targets have now been re-prioritised and will be subjected to higher resolution geophysical surveys and subsequent drill targeting during the 2019 field season.

==> picture [113 x 25] intentionally omitted <==

==> picture [86 x 25] intentionally omitted <==

The Four Mile Well Project is located in the world class Laverton region with major gold (Lancefield 1.3 Moz gold production) and nickel (Mt Windarra) mines in close proximity to the project area.

==> picture [363 x 289] intentionally omitted <==

Figure 5: Exploration Location Plan for Four Mile Well Project 2 See GSM prospectus 2018

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 7

A review of the previous explorer’s work has revealed untested soil and auger gold anomalies with no apparent reconnaissance drill testing observed on the ground. Field program preparation, including reconnaissance scout drilling is scheduled for the upcoming 2019 field season.

==> picture [223 x 24] intentionally omitted <==

During the June 2019 Quarter, the Company will focus upon the following activities;

• RC drilling at Light of Asia North (approvals received) May 2019

• Cuddingwarra RAB drill planning and approvals

• Yule RC drill planning and approvals

• Four Mile Well infill geochemical survey

==> picture [272 x 24] intentionally omitted <==

• Mike Moore (Managing Director) on 08 6323 2384

• Trevor Beazley/Nanne van 't Riet (Maiden Capital) on 0419 939 820/ 0400 902 940

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 8

==> picture [153 x 19] intentionally omitted <==

GSM is a Western Australian minerals exploration company listed on the Australian Securities Exchange (ASX:’GSM’). The company’s prime focus is the exploration and development of three highly prospective Western Australian gold project areas.

==> picture [239 x 52] intentionally omitted <==

The company’s cornerstone project is located adjacent to the historical town of Cue in the Murchison district.

• Approximately 645km by road northeast of Perth

• 175km[2] of tenements including Cuddingwarra and Big Bell South

• Targeting large gold systems

• Proven Gold Region - produced over 7Moz of gold the past 126 years

• Day Dawn/Great Fingall mine (1.7Moz production) ~5km along trend

• Historic mines operated until around the 1920’s exploiting high grade +15g/t gold shoots

==> picture [208 x 287] intentionally omitted <==

==> picture [455 x 39] intentionally omitted <==

• The Yule Project is prospective for gold, base metals and lithium

• Located between 35km and 65km southwest of Port Hedland in the Northern Pilbara region of Western Australia

• Three granted exploration licences for a total of 434km[2] capture a significant portion of the Pilbara region

• Targets identified from airborne geophysics at Yule South

• Prospective for gold, base metals and lithium

==> picture [455 x 38] intentionally omitted <==

• The Four Mile Well Project is located 9km to the north of the Laverton townsite in the Eastern Goldfields and consists of a single 38 block exploration licence (approximately 107 km[2] )

• The region is well endowed with a number of major gold and nickel deposits within close proximity to the Four Mile Well Project area

• Significant nickel sulphide deposits (Windarra and Mt Windarra) are located to the west of the project area and the 1.3Moz Lancefield gold deposit is located less than 1km to the south

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 9

FORWARD LOOKING STATEMENTS

As a result of a variety of risks, uncertainties and other factors, actual events, trends and results may differ materially from any forward looking and other statements mentioned or implied herein not purporting to be of historical fact. In certain cases, forward-looking information may be identified by (without limitation) such terms as "anticipates", "believes", “should”, "could", "estimates", “target”, “likely”, “plan”, "expects", "may", “intend”, "shall", "will", or "would". Any statements concerning mining reserves, resources and exploration results may also be forward looking in that they involve estimates based on assumptions. Forward looking statements are based on management’s beliefs, opinions and estimates as of the respective dates they are made. The Company does not assume any obligation to update forward looking statements even where beliefs, opinions and estimates change or should do so given changed circumstances and developments.

COMPETENT PERSONS STATEMENT

The information in this report that relates to Exploration results, Mineral Resources or Ore Reserves is based on information compiled by Geoff Willetts who is a member of the Australasian Institute of Geoscientists (AIG). Geoff Willetts is the Exploration Manager and a fulltime employee of Golden State Mining Limited (GSM) and holds shares and options in the Company.

Geoff Willetts has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity currently being undertaken to qualify as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Geoff Willetts consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. Information on previous explorers and historical results for the Cue Project, is summarised in the Independent Geologists Report of the Golden State Mining Limited Prospectus dated 22 August 2018.

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 10

APPENDIX 1 Summary of Mining Tenements

Table 1. As at 31 March 2019 the Company or its subsidiaries (“Group”) had a 100% beneficial interest in the following tenements:

Number	Holder	Status
Cue Murchison Project
E 21/192	Lefroy Exploration Ltd1	Live
E 21/193	Lefroy Exploration Ltd1	Live
P 20/2256	Lefroy Exploration Ltd1	Live
P 20/2257	Lefroy Exploration Ltd1	Live
P 20/2258	Lefroy Exploration Ltd1	Live
P 20/2259	Lefroy Exploration Ltd1	Live
P 20/2260	Lefroy Exploration Ltd1	Live
P 20/2261	Lefroy Exploration Ltd1	Live
P 20/2262	Lefroy Exploration Ltd1	Live
P 20/2263	Lefroy Exploration Ltd1	Live
P 20/2264	Lefroy Exploration Ltd1	Live
P 20/2265	Lefroy Exploration Ltd1	Live
P 20/2266	Lefroy Exploration Ltd1	Live
P 20/2267	Lefroy Exploration Ltd1	Live
P 20/2268	Lefroy Exploration Ltd1	Live
P 20/2269	Lefroy Exploration Ltd1	Live
P 20/2272	Lefroy Exploration Ltd1	Live
P 20/2273	Lefroy Exploration Ltd1	Live
P 20/2274	Lefroy Exploration Ltd1	Live
P 20/2275	Lefroy Exploration Ltd1	Live
L 20/60	Western Mining Pty Ltd4	Live
L 20/61	Western Mining Pty Ltd4	Live
L 20/62	Western Mining Pty Ltd4	Live
L 20/66	Western Mining Pty Ltd4	Live
L 20/68	Western Mining Pty Ltd4	Live
L 20/69	Western Mining Pty Ltd4	Live
L 20/70	Western Mining Pty Ltd4	Live
L 20/78	Western Mining Pty Ltd4	Pending
M 20/61	Western Mining Pty Ltd4	Live
M 20/519	Western Mining Pty Ltd4	Live
M 20/520	Western Mining Pty Ltd4	Live
M 20/522	Western Mining Pty Ltd4	Live
M 20/523	Western Mining Pty Ltd4	Live
M 20/524	Western Mining Pty Ltd4	Live
M 20/525	Western Mining Pty Ltd4	Live
M 20/547	Western Mining Pty Ltd4	Pending
M 20/548	Western Mining Pty Ltd4	Pending

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 11

P 20/2026	Western Mining Pty Ltd4	Live
P 20/2027	Western Mining Pty Ltd4	Live
P 20/2067	Western Mining Pty Ltd4	Live
P 20/2118	Western Mining Pty Ltd4	Live
P 20/2134	Western Mining Pty Ltd4	Live
P 20/2135	Western Mining Pty Ltd4	Live
P 20/2136	Western Mining Pty Ltd4	Live
P 20/2160	Western Mining Pty Ltd4	Live
P 20/2162	Western Mining Pty Ltd4	Live
P 20/2174	Western Mining Pty Ltd4	Live
P 20/2177	Western Mining Pty Ltd4	Live
P 20/2213	Western Mining Pty Ltd4	Live
P 20/2214	Western Mining Pty Ltd4	Live
P 20/2223	Western Mining Pty Ltd4	Live
P 20/2232	Western Mining Pty Ltd4	Live
P 20/2276	Western Mining Pty Ltd4	Live
P 20/2319	Cue Consolidated Mining Pty Ltd2	Live
P 20/2320	Cue Consolidated Mining Pty Ltd2	Live
P 20/2321	Cue Consolidated Mining Pty Ltd2	Live
P 20/2322	Cue Consolidated Mining Pty Ltd2	Live
P 20/2323	Cue Consolidated Mining Pty Ltd2	Live
P 20/2324	Cue Consolidated Mining Pty Ltd2	Live
P 20/2325	Cue Consolidated Mining Pty Ltd2	Live
P 20/2330	Western Mining Pty Ltd4	Live
P 20/2335	Cue Consolidated Mining Pty Ltd2	Live
P 20/2336	Cue Consolidated Mining Pty Ltd2	Live
P 20/2342	Cue Consolidated Mining Pty Ltd2	Live
P 20/2343	Cue Consolidated Mining Pty Ltd2	Live
P 20/2344	Cue Consolidated Mining Pty Ltd2	Live
P 20/2345	Cue Consolidated Mining Pty Ltd2	Live
P 20/2346	Cue Consolidated Mining Pty Ltd2	Live
P 20/2349	Cue Consolidated Mining Pty Ltd2	Pending
P 20/2368	Cue Consolidated Mining Pty Ltd2	Live
P 20/2369	Cue Consolidated Mining Pty Ltd2	Live
P 20/2370	Cue Consolidated Mining Pty Ltd2	Pending
P 20/2371	Cue Consolidated Mining Pty Ltd2	Pending
P 20/2372	Cue Consolidated Mining Pty Ltd2	Pending
P 20/2373	Cue Consolidated Mining Pty Ltd2	Pending
P 20/2374	Cue Consolidated Mining Pty Ltd2	Live
P 20/2382	Cue Consolidated Mining Pty Ltd2	Pending
P 21/756	Western Mining Pty Ltd4	Live
P 21/765	Cue Consolidated Mining Pty Ltd2	Live
P 21/766	Cue Consolidated Mining Pty Ltd2	Live

e: w: info@gsmining.com.au | www.goldenstatemining.com.au

P a g e | 12

E 20/949	Cue Consolidated Mining Pty Ltd2,3	Pending
E 20/950	Cue Consolidated Mining Pty Ltd2,3	Pending
E 20/951	Cue Consolidated Mining Pty Ltd2,3	Pending
Yule Project
E 47/3503-I	Crown Mining Pty Ltd2	Live
E 47/3507-I	Crown Mining Pty Ltd2	Live
E 47/3508-I	Crown Mining Pty Ltd2	Live
Four Mile Well Project
E 38/3282	Crown Mining Pty Ltd2	Live

Notes:

1. Acquired during the quarter; Held in trust for Cue Consolidated Mining Pty Ltd pending transfer.

2. 100% subsidiary of GSM.

3. Applied for during the quarter

4. Held in trust for Cue Consolidated Mining Pty Ltd pending transfer.

e: w: info@gsmining.com.au | www.goldenstatemining.com.au