GREAT BOULDER RESOURCES LIMITED — Capital/Financing Update 2019

Sep 10, 2019

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11 September 2019

Dear Shareholder,

GREAT BOULDER RESOURCES LIMITED – NON-RENOUNCEABLE RIGHTS OFFER NOTICE TO ELIGIBLE SHAREHOLDERS

On 30 August 2019, Great Boulder Resources (ASX Code: GBR) ( Company ) announced its intention to undertake a non-renounceable rights issue of one (1) fully paid ordinary share in the Company ( New Shares ) for every three (3) fully paid ordinary shares in the Company ( Shares ) held at 5.00pm (WST) on Friday, 13 September 2019 ( Record Date ) at an offer price of $0.04 per New Share, to raise up to $1.3 million (before costs) ( Rights Offer ).

The Company also announced it had successfully arranged a $700,000 (before costs) private placement of fully paid ordinary shares in the Company ( Placement Shares ) to various sophisticated and professional investors in Australia and New Zealand, at an issue price of $0.04 per Placement Share ( Placement ).

The Prospectus is available on ASX’s website (www.asx.com.au) by searching the announcements platform under the Company code ‘GBR’ and the Company’s website (www.greatboulder.com.au).

The purpose of this letter is to provide key information about the Rights Offer to persons eligible to participate ( Eligible Shareholders ), being shareholders with a registered address in Australia and New Zealand on the Record Date (or such other date as may be determined by the directors of the Company, subject to the ASX Listing Rules), before the Prospectus is sent to Eligible Shareholders in accordance with ASX requirements.

Details of the Rights Offer

The key details of the Rights Offer are set out below. Please refer to the Prospectus for the full details and terms and conditions of the Rights Offer.

1. Type of issue : The Rights Offer is a non-renounceable pro-rata offer of New Shares, on the basis of one (1) New Share for every three (3) Shares held by Eligible Shareholders on the Record Date. New Shares will be fully paid ordinary shares in the Company and rank equally with the Company’s existing Shares.

2. Entitlement to participate : The Rights Offer is only available to Eligible Shareholders.

3. Price per New Share : $0.04

4. Number of New Shares offered : Up to 33,363,503 New Shares offered on maximum subscription being achieved under the Rights Offer.

5. Cash proceeds : A maximum of $1,334,540 (before costs) is expected to be raised assuming maximum subscription is achieved under the Rights Offer.

Great Boulder Limited ACN: 611 695 955 First Floor, 768 Canning Highway, Applecross, Western Australia 6153 Telephone: (61) (8) 6323 7800 Facsimile: (61) (8) 9315 5004 www.greatboulder.com.au

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1. Shortfall : Any New Shares not applied for will form part of the Shortfall and may be placed at the Company’s discretion.

The Directors reserve the right to allocate Shortfall Shares to Eligible Shareholders under the Prospectus and to sophisticated and professional investors as defined in sections 708(8) and 708(11) of the Corporations Act, subject to the ASX listing rules and any restrictions under applicable law within 3 months of the close of the Rights Offer. For the avoidance of doubt, the Directors will have discretion as to how to allocate the Shortfall.

The Company will not allocate Shortfall Shares to the extent that the recipient’s voting power would be in breach of the takeover thresholds in the Corporations Act.

1. Options available to Eligible Shareholders : An Eligible Shareholder may:

   • take up all of their Entitlement;

   • take up part of their Entitlement and allow the balance to lapse; or

   • allow their Entitlement to lapse.

2. Underwriting : The Rights Offer is not underwritten.

3. Shareholder approval : Shareholder approval is not required in respect of the Rights Offer.

Impact of Rights Offer and Placement on capital structure of the Company

If all of the New Shares offered by the Rights Offer and the Placement Shares are issued, the total number of Shares on issue will increase by 50,863,503 New Shares (representing a dilution of approximately 38.39% following completion of the Placement and the Rights Offer, and assuming none of the existing Options are exercised).

Purpose of the Rights Offer and Placement and proposed use of funds

The purpose of the Rights Offer and Placement is to raise up to $2,034,540 (before costs). The Company proposes to apply funds raised under the Rights Offer and Placement to fund the Company’s acquisition of Whiteheads Project (refer to Company announcement dated 30 August 2019), drilling, aircore drill testing for geochemical targets, other exploration works on current projects and working capital.

Indicative timetable

The anticipated timetable for the Rights Offer and Placement are as follows:

Event	Date
Expected issue of Shares under the Placement	Monday, 9 September 2019
Lodgement of Prospectus with ASIC.	Monday, 9 September 2019
Lodgement of Prospectus and Appendix 3B with ASX and	Monday, 9 September 2019
Opening Date.
Notice sent to Option holders.	Tuesday, 10 September 2019
Letter sent to Eligible and Excluded Shareholders.	Wednesday, 11 September 2019
Shares quoted on an ex-rights basis.	Thursday, 12 September 2019

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Event	Date
Record Date (the date for identifying Shareholders entitled to	5.00pm (WST)
participate in the Rights Offer).	Friday, 13 September 2019
Prospectus with Entitlement and Acceptance Forms sent to	Wednesday, 18 September 2019
Eligible Shareholders.
Last day to notify ASX of an extension to the Closing Date	Tuesday, 24 September 2019
Closing Date (the last day for receipt of acceptances under the	5.00pm (WST)
Rights Offer).	Friday, 27 September 2019
New Shares quoted on ASX on a deferred settlement basis.	Monday, 30 September 2019
Announcement to ASX of the results of the Rights Offer and	Wednesday, 2 October 2019
any Shortfall.
Issue date (New Shares issued under the Rights Offer entered	Thursday, 3 October 2019
into the Share register).
New Shares expected to commence normal trading on ASX.	Friday, 4 October 2019

Subject to the ASX Listing Rules, the dates in the table above are indicative only and are subject to change. The directors of the Company may extend the closing date of the Rights Offer by giving at least 3 business days’ notice to ASX before the closing date. In addition, the Company reserves the right to withdraw the Rights Offer at any time before New Shares are issued pursuant to it, in which case any application moneys received from applicants will be refunded without interest in accordance with the requirements of the Corporations Act 2001 (Cth).

Further information

The Prospectus, including personalised Entitlement and Acceptance Forms, will be despatched to Eligible Shareholders shortly in accordance with the timetable set out above. Eligible Shareholders should read the Prospectus in full before deciding whether to submit an application for New Shares under the Rights Offer.

For further information on the Rights Offer and Placement, please refer to the Prospectus, the Company’s announcements available on ASX’s website (www.asx.com.au) or the Company’s website (www.greatboulder.com.au). Alternatively, please contact the Company Secretary by phone on +61 8 6323 7800 or email at admin@greatboulder.com.au.

Yours faithfully

Andrew Paterson

Managing Director Great Boulder Resources Limited