GBM Resources : Non-Renounceable Entitlement Issue - 100% Placement of Shortfall Securities

ASX Listing Rules Appendix 3B - New Issue Announcement Application for Quotation of Additional Securities and Agreement

ABN 91 124 752 745

ASX Announcement

19 January 2016

Non-Renounceable Entitlement Issue - 100% Placement of Shortfall Securities

The Board of GBM Resources Limited ('GBM' or 'the Company') are pleased to advise that the Company has today issued 51,919,250 ordinary fully paid shares, being the full number of shortfall securities notified to Australian Securities Exchange on 21 December 2015.

The successful completion of the non-renounceable entitlement offer ('Offer'), which closed on 17 December 2015, raised a total of $1.395 million before costs of the Offer and the funds will be used to progress the evaluation and development of its 100% owned Mt Coolon Gold Project, located 250km west of Mackay in Queensland in the northern Drummond Basin.

Forward work at Mt Coolon Gold Project includes:

1. Completion of a scoping study which will evaluate the potential to develop a heap leach gold mine based initially on oxide resources in the Eugenia and Bimurra Prospect areas.

   
   

   The scoping study will include additional drilling to convert part of the Bimurra exploration target (refer ASX announcement 21 September 2015) to Resource category.

   
   

   Metallurgical testwork on material from both prospects and mining studies will also be included along with an overview of environmental, groundwater, cultural heritage and community matters.

   
   

2. Target extensions at the Koala Deposit which has Indicated Resources of 205,000 tonnes grading 5.9g/t for 39,600 ounces of gold, and the Glen Eva pit which has an Indicated Resource of 132,000 tonnes grading 7.8g/t for 33,000 ounces (refer ASX announcement 27 August 2015).

The Company believes these targeted deposits have high potential to achieve gold production in the short to medium term.

Please find attached an Appendix 38 and Section 708 Notice in respect of the issue.

ASX Code: GBZ COMPANY DIRECTORS

Peter Thompson

Managing Director/ Executive Chairman

Neil Norris

Exploration Director - Executive

Hun Seng Tan

Non-Executive Director

CONTACT DETAILS

Principal & Registered Office

Suite 8, 7 The Esplanade, Mt Pleasant, WA 6153

Exploration Office

10 Parker Street,

Castlemaine, Victoria 3450

Website

www.gbmr.com.au

Email

[e-mail]

Phone

[phone]

Fax

[phone]

Phone (Exploration Office)

[phone]

Project	Location	Resource Category									Total 000' t Au g/t Au ozs			Cut-off
		Measured 000' t Au g/t Au ozs			Indicated 000' t Au g/t Au ozs			Inferred 000' t Au g/t Au ozs
Koala Eugenia Glen Eva	Hecorina Pit	15	2.6	1,300	15	2.6	1,300	None
	Underground Extension	205	5.9	39,600	62	5.3	10,600	267	5.7	49,300	3
	Tailings	305	1.6	15,800	11	1.6	500	6	1.5	300	322	1.6	16,700	None
	Total	305 1.6 15,800 231 5.5 40,400 68 5.0 10,900 604 3.5 67,200 0
	Oxide	1,445	0.9	43,300	252	1.2	9,700	1,698	1.0	53,000	0.4
	Sulphide	2,306	0.9	66,100	1,007	1.4	45,200	3,313	1.04	111,300	0.4
	Total	3,751 0.9 109,400 1,260 1.4 54,900 5,011 1.0 164,300 0.4
	Below pit.	132	7.8	33,200	21	5.9	4,000	154	7.5	37,200	3.0
Total		305 1.6 15,800 4,114 1.4 183,000 1,349 1.6 69,800 5,769 1.4 268,600

Table; Mount Coolon Gold Mines Global Resource Summary August 2015. Please note rounding (1000's tonnes, 100's ounces,

0.1 g/t) may cause minor variations to totals. Refer ASX release 27 August 2015.

For further information please visit www.gbmr.com.au or contact:

Investors:	Media:
Peter Thompson	Karen Oswald
Managing Director	Marko Communications
GBM Resources	Tel: + 0423 602 353
Tel: [phone]	[e-mail]

The information in this report that relates to Mineral Resources and Exploration Results is based on information compiled by Neil Norris, who is a Member of The Australasian Institute of Mining and Metallurgy and The Australasian Institute of Geoscientists. Mr Norris is a full-time employee of the company, and is a holder of shares and options in the company. Mr Norris has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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'. Mr Norris consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The Company confirms that it is not aware of any new information or data that materially affects the information included in the respective announcements and all material assumptions and technical parameters underpinning the resource estimate with those announcements continue to apply and have not materially changed.

The Company confirms that the form and context in which the Competent Persons findings are presented have not been materially modified from the original market announcements.

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities‌ and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

GBM Resources Limited

ABN

91 124 752 745

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued	Ordinary fully paid shares
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	51,919,250
3	Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

4	Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes
5	Issue price or consideration	1.5 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shortfall shares allotted pursuant to a non-renounceable entitlement offer which closed on 17 December 2015.
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	Yes
6b	The date the security holder resolution under rule 7.1A was passed	26 November 2015
6c	Number of +securities issued without security holder approval under rule 7.1	Nil
6d	Number of +securities issued with security holder approval under rule 7.1A	Nil

6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	Nil
6f	Number of securities issued under an exception in rule 7.2	51,919,250
6g	If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.	N/a
6h	If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	N/a
6i	Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements	Yes
7	Dates of entering +securities into uncertificated holdings or despatch of certificates	19 January 2016
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	650,876,475 177,746,562	Ordinary shares (GBZ) Options exercisable at 3.5 cents each and expiring 30 June 2016 (GBZO)

Number	+Class

1. Number and +class of all

   +securities not quoted on ASX (including the securities in section 2 if applicable)

   
   

   N/a

2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   
   

   Part 2 - Bonus issue or pro rata issue

   
   

   11	Is security holder approval required?
   12	Is the issue renounceable or non- renounceable?
   13	Ratio in which the +securities will be offered
   14	+Class of +securities to which the offer relates
   15	+Record date to determine entitlements
   16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
   17	Policy for deciding entitlements in relation to fractions
   18	Names of countries in which the entity has +security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
   19	Closing date for receipt of acceptances or renunciations
   20	Names of any underwriters

   
   

   21	Amount of any underwriting fee or commission
   22	Names of any brokers to the issue
   23	Fee or commission payable to the broker to the issue
   24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders
   25	If the issue is contingent on +security holders' approval, the date of the meeting
   26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
   27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
   28	Date rights trading will begin (if applicable)
   29	Date rights trading will end (if applicable)
   30	How do +security holders sell their entitlements in full through a broker?
   31	How do +security holders sell part of their entitlements through a broker and accept for the balance?
   32	How do +security holders dispose of their entitlements (except by sale through a broker)?
   33	+Despatch date

   Part 3 - Quotation of securities

   You need only complete this section if you are applying for quotation of securities

   
   

   34	Type of securities (tick one)
   (a)		Securities described in Part 1

   
   

   (b)	All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

   
   

   Entities that have ticked box 34(a)

   
   

   Additional securities forming a new class of securities

   
   

   Tick to indicate you are providing the information or documents

   
   

   35	If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
   36	If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
   37	A copy of any trust deed for the additional +securities

   
   

   
   

   Entities that have ticked box 34(b)

   
   

3. Number of securities for which

   +quotation is sought

   
   

4. Class of +securities for which quotation is sought

   
   

5. Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

   
   

   If the additional securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     
     

6. Reason for request for quotation now

   Example: In the case of restricted securities, end of restriction period

   
   

   Number	+Class

   (if issued upon conversion of another security, clearly identify that other security)

   
   

7. Number and +class of all

+securities quoted on ASX (including the securities in clause 38)







Quotation agreement




1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.




1. We warrant the following to ASX.

   
   

   • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

     
     

   • There is no reason why those +securities should not be granted

     +quotation.

     
     

   • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

     Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

     
     

   • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

     
     

   • If we are a trust, we warrant that no person has the right to return the

     +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

     
     

2. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

   
   

3. We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.




Sign here: Date: 19 January 2016

Company secretary




Print name: Kevin Hart




== == == == ==

Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for

+eligible entities

Introduced 01/08/12




Part 1




Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	485,194,121
Add the following: Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid ordinary securities issued in that 12 month period with shareholder approval Number of partly paid ordinary securities that became fully paid in that 12 month period Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items	41,063,104 shares issued pursuant to entitlement issue closing 17/12/2015; 51,919,250 shares issued pursuant to entitlement issue closing 17/12/2015 (this 3B); 72,700,000 shares issued April 2015 approved by shareholders on 26 November 2015. Nil Nil
Subtract the number of fully paid ordinary securities cancelled during that 12 month period	Nil
"A"	650,876,475







Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	97,631,471
Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used
Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in rule 7.2 Under rule 7.1A With security holder approval under rule 7.1 or rule 7.4 Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items	Nil
"C"	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15 Note: number must be same as shown in Step 2	97,631,471
Subtract "C" Note: number must be same as shown in Step 3	Nil
Total ["A" x 0.15] - "C"	97,631,471 [Note: this is the remaining placement capacity under rule 7.1]