GOLDEN STATE MINING LIMITED — Capital/Financing Update 2019

Feb 28, 2019

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Dispatch of prospectus

ASX ANNOUNCEMENT

1 March 2019

ASX Code: GSM

Highlights

 Dispatch of loyalty option offer prospectus with entitlement and acceptance forms

BOARD OF DIRECTORS

Damien Kelly Non-Executive Chairman

Michael Moore Managing Director

Golden State Mining Limited (“ GSM ” or the “ Company ”) advises that the prospectus (together with personalised entitlement and acceptance forms, a template for which accompanies this announcement) for the pro-rata non-renounceable entitlements issue (announced on 25 February 2019) has been dispatched today.

ENDS

Brenton Siggs Non-Executive Director Greg Hancock Non-Executive Director

Janet Wicks Non-Executive Director

ISSUED CAPITAL

Shares 36.3 m Options 9.0 m

REGISTERED OFFICE

Level 1, Suite 14 19-21 Outram Street West Perth WA 6005

Tel: + 61 (08) 6323 2384 Fax: + 61 (08) 9467 9114

Golden State Mining Limited ABN 52 621 105 995

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

ENTITLEMENT AND ACCEPTANCE APPLICATION FORM THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

REGISTERED OFFICE:

SUITE 14 19-21 OUTRAM STREET WEST PERTH WA 6005 AUSTRALIA

GOLDEN STATE MINING LIMITED

ACN: 621 105 995

SHARE REGISTRY: Security Transfer Australia Pty Ltd All Correspondence to: PO Box 52 Collins Street West VIC 8007

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number»

«Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: GSM Holder Number: «Holder_number» Eligible Holding as at 5.00pm WST «Securities» on 28 February 2019: Entitlement to Securities 1:2: «Entitlement» Amount payable on acceptance «Amount_payable» @ 0.005 per Security:

NON-RENOUNCEABLE OPTION OFFER CLOSING AT 5.00PM WST ON 22 MARCH 2019

(1) I/We the above named being registered at 5.00pm WST on the 28[th] February 2019 as holder(s) of Shares in the Company hereby accept as follows:

NUMBER OF NEW OPTIONS AMOUNT ENCLOSED ACCEPTED/APPLIED FOR @ $0.005 PER OPTION Entitlement or Part Thereof , , $ , , .

(2) I/We have enclosed/made payment for amount shown above (following the payment instructions as detailed overleaf).

(3) I/We understand that if any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept this form, and how to construe, amend, correct or complete it shall be final.

(4) I/We authorise the Company to send me/us a substituted form if this form ceases to be current.

(5) I/We declare that I/we have received a full and unaltered version of the Prospectus either in an electronic or paper format and that I/we have read the Prospectus and this Entitlement and Acceptance form (including the reverse page in their entirety).

(6) My/Our contact details in case of enquiries are:

NAME TELEPHONE NUMBER

( )

EMAIL ADDRESS

PAYMENT INFORMATION - Please also refer to payment instructions overleaf.

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Biller code: 159483 Ref:[«EFT_reference_number» ]

Telephone & Internet Banking – BPAY[® ] Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au

CHEQUE / MONEY ORDER

All cheques (expressed in Australian currency) are to be made payable to GOLDEN STATE MINING LIMITED and crossed "Not Negotiable".

REGISTRY DATE STAMP E & O.E.

Your BPAY reference number is unique to this offer and is not to be used for any other offer.

BPAY PAYMENT OR THE RETURN OF THIS FORM WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER. You do not need to return this form if you have made payment via BPAY.

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GSM

5

LODGEMENT INSTRUCTIONS

PAYMENT INFORMATION

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Biller code: 159483

CHEQUE / MONEY ORDER

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au

Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY® applications may only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007

Applications must be received by Security Transfer Australia Pty Ltd no later than 5.00pm WST on the closing date. (22 March 2019 unless extended)

ALTERNATIVE ACCEPTANCE/PAYMENT METHODS

The Company may, in special circumstances and in its absolute discretion, allow acceptances/payments to be submitted by other forms such as email and electronic funds transfer (EFT). Please contact the Company’s share registry at the contact details below if you would like to request alternative acceptance/payment methods.

EXPLANATION OF ENTITLEMENT

1. The front of this form sets out the number of Securities and the price payable on acceptance of each Security.

2. Your entitlement may be accepted either in full or in part. There is no minimum acceptance.

This application form relates to the offer of options in the Company pursuant to the prospectus dated 25 February 2019. This form must not be handed to any person unless it is attached to or accompanied by the prospectus and (if applicable) any relevant supplementary prospectus.

Persons receiving or accessing this form, or applying for securities, from outside Australia must specifically read section 5.4 of the prospectus. The return of a completed application form from such persons will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained and that the Company may legally offer and issue the securities to you.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Australia Pty Ltd

PO Box 52, Collins Street West, VIC, 8007

Telephone 1300 992 916

Facsimile +61 8 9315 2233

Email: registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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