GOLDEN STATE MINING LIMITED — Capital/Financing Update 2022

Nov 27, 2022

Proposed issue of securities

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Update Summary

Entity name

GOLDEN STATE MINING LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

28/11/2022

Reason for update to a previous announcement

50 percent reduction in the number of options agreed to be issued to each proposed recipient.

As this amended form does not functionally permit an amendment to the original 11,800,000 total number of securities to be issued, where that number is mentioned it should be taken to mean 5,900,000. The relevant appendix 3G, when lodged, will reflect this reduced number.

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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1.1 Name of +Entity

GOLDEN STATE MINING 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 ABN 52621105995

1.3 ASX issuer code

GSM

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

50 percent reduction in the number of options agreed to be issued to each proposed recipient. As this amended form does not functionally permit an amendment to the original 11,800,000 total number of securities to be issued, where that number is mentioned it should be taken to mean 5,900,000. The relevant appendix 3G, when lodged, will reflect this reduced number.

1.4b Date of previous announcement to this update

26/10/2022

1.5 Date of this announcement

28/11/2022

1.6 The Proposed issue is:

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A placement or other type of issue

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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? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 25/11/2022 Actual Yes

Comments

Shareholder approval required for up to 8,600,000 Director options

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 11,800,000 options exercisable at $0.10, expiring 20 Dec 2024

+Security type

Options

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Proposed issue of securities
Number of +securities proposed to be	issued
11,800,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
Director and employee incentive options
Please provide an estimate of the AUD	equivalent of the consideration being
provided for the +securities
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 0.1000	20/12/2024
Details of the type of +security that will be issued if the option is exercised
GSM : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
11,800,000
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://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02588005-6A1117887?access_token=8 3ff96335c2d45a094df02a206a39ff4
Part 7C - Timetable
7C.1 Proposed +issue date
29/11/2022

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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? No

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? Yes

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

Director and employee incentive options

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

Subsequent to the Company's AGM, the Company has entered into deeds of variation with each proposed recipient to reduce (by 50%) the number of options agreed to be issued to each proposed recipient

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