GBM Resources : Non-Renounceable Pro Rata Entitlement Offer

For personal use only

Suite 8, 7 The Esplanade,

Mt Pleasant, WA 6153

E [e-mail]

P [phone]

F [phone]

www.gbmr.com.au

ABN 91 124 752 745

ASX Announcement

2 February 2022

Company Announcements Office

Australian Securities Exchange

20 Bridge St

Sydney NSW 2000

Non-Renounceable Pro Rata Entitlement Offer

Please find attached a Prospectus lodged with the Australian Securities and Investments Commission on 2 February 2022 in relation to the non-renounceable pro rata entitlement offer of options (Offer) announced to ASX on 22 December 2021.

Summary of the offer

Non-renounceable entitlement offer of 51,080,931 Loyalty Options at an issue price of $0.025 per Loyalty Option to registered shareholders with an address in Australia, New Zealand, Singapore, Hong Kong, China, Germany and British Columbia (Canada) at 5:00pm (WST) on 8 February 2022 ("Record Date"), on the basis of 1 (one) Loyalty Option for every 10 (ten) shares held at the Record Date, to raise up to approximately $1,277,023 (before costs) ("the Entitlement Offer").

The Loyalty Options will be unlisted. If all Loyalty Options are exercised, GBM will raise up to $3,831,070 (before costs).

Shares issued upon exercise of the Loyalty Options will be fully paid and will rank equally in all respects with the existing shares on issue. Further details of the Entitlement Offer including the proposed timetable, the key risks and how to accept the Entitlement Offer, are set out in the Prospectus.

Any Loyalty Options not subscribed for under the Entitlement Offer will form the shortfall, and will be offered to eligible shareholders and other persons nominated by the Directors pursuant to a separate offer under the Prospectus ("Shortfall Offer").

Indicative timetable

Event	Date*
Announcement of Entitlement Offer
22	December 2021
Lodgement of Appendix 3B with ASX	28 January 2022
Prospectus lodged at ASIC and ASX	2	February 2022
"Ex" Date (date Shares are quoted ex-rights)	7	February 2022
Record Date to determine Entitlements	8	February 2022
Offer opening date, Prospectus made available to	11 February 2022
Shareholders and Company announces this has been
completed
Last day to extend the Closing Date	22 February 2022

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For personal use only

Event	Date*
Closing Date (5pm WST)**
25 February 2022
Notification to ASX of under subscriptions	1 March 2022
Loyalty Options issued	2 March 2022

• These dates are indicative only. The Directors reserve the right to vary the key dates without prior notice, subject to the Listing Rules.
• The Directors may extend the Closing Date by giving at least three Business Days' notice to ASX prior to the Closing Date.

An amended Appendix 3B with respect to the Offer was lodged with ASX on 28 January 2022.

This ASX announcement was approved and authorised for release by:

Peter Rohner, Managing Director

For further information please contact:

Investor enquiries	Media enquiries
Peter Rohner	Michael Vaughan
Managing Director	Fivemark Partners
[phone]	[phone]
[e-mail]	[e-mail]

About GBM Resources

GBM Resources Limited (ASX: GBZ) is a well-funded Queensland based mineral exploration and development company focused on the discovery of world-class gold and copper deposits in Eastern Australia. The company has a high calibre project portfolio, hosting district scale mineral systems, located in a number of premier metallogenic terrains.

Its 100% owned flagship project in the Drummond Basin (QLD) holds ~1.6 Moz of gold in JORC resources (Mt Coolon, Yandan and Twin Hills). 2022 will see an expanded drilling program which is aiming to define 2-3 Moz and support GBM's transition into a mid-tier Australian gold company.

Separately it also holds tenements in the Mt Morgan district (subject to a vend into a TSX company) and in the Mt Isa Inlier in Queensland (JV with Nippon Mining Australia - 54%), and the Malmsbury Project (JV with Novo Resources Corp. - 50%, earning additional 10%) in the prolific Victorian Goldfields. This is complemented by the cash generating White Dam Gold-Copper Project in South Australia in which GBM now holds a 100% interest. Divestment of non-core assets will continue.

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For personal use only

GBM RESOURCES LIMITED

ACN 124 752 745

ENTITLEMENT ISSUE PROSPECTUS - LOYALTY OPTIONS

For a pro-ratanon-renounceable entitlement issue of one (1) Loyalty Option for every ten

1. Shares held by those Shareholders registered at the Record Date at an issue price of $0.025 per Loyalty Option (with each Loyalty Option having an exercise price of $0.075 and an expiry of 30 November 2022) to raise up to $1,277,023 (before costs) (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If, after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your professional advisers without delay.

The Securities offered by this Prospectus should be considered as highly speculative.

I M P O R T A N T N O T I C E

For personal use only

This Prospectus is dated 2 February 2022 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Loyalty Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek

professional advice where necessary. The Loyalty Options offered by this Prospectus should be considered as highly speculative.

Applications for Loyalty Options offered pursuant to this Prospectus can only be made by an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the

Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus and is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Representations contained in this Prospectus are made taking into account that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters are publicly available information or may reasonably be expected to be known to investors and professional advisers whom prospective investors may consult.

No Investment Advice

The information contained in this Prospectus is not financial product advice or investment advice and does not take into account your

financial

or

investment

objectives,

to any person to whom, it would not

financial

situation

or

particular

be lawful to make such an offer or

needs

(including

financial

or

to issue this Prospectus.

taxation

issues).

You

should

seek

It is

not

practicable

for

the

professional

advice

from

your

Company

to

comply

with

the

accountant,

financial

adviser,

securities

laws

of

overseas

stockbroker,

lawyer

or

other

jurisdictions

having

regard

to

the

professional adviser before deciding

number

of

overseas

Shareholders,

to subscribe

for

Loyalty

Options

the

number

and value

of

Shares

under this Prospectus to determine

these

Shareholders

would

be

whether

it meets

your

objectives,

offered and the cost of complying

financial situation and needs.

with

regulatory

requirements

in

Forward-looking statements

each

relevant

jurisdiction.

This

Prospectus

contains forward-

Accordingly, the Offer is not being

extended and

Loyalty Options

will

looking

statements

which

are

not be issued to Shareholders with a

identified by words such as 'may',

registered address which is outside

'could',

'believes',

'estimates',

Australia,

New Zealand,

Singapore,

'targets', 'expects', or 'intends' and

Hong Kong, China, British Colombia

other similar words that involve risks

(Canada) or Germany.

and uncertainties.

These statements are based on an

For further information on overseas

Shareholders

please

refer

to

assessment

of

present

economic

Section 2.9.

and operating conditions, and on a

number

of

assumptions

regarding

Continuous disclosure obligations

future events and actions that, as at

The Company is a "disclosing entity"

the

date of

this

Prospectus,

are

(as defined in section 111AC of the

expected to take place.

Corporations Act) for the purposes

Such forward-looking statements

of section 713 of the Corporations

are not guarantees of future

Act and, as such, is subject to

performance

and

involve

known

regular

reporting

and

disclosure

and

unknown

risks, uncertainties,

obligations.

Specifically,

like

all

assumptions

and

other

important

listed companies, the Company is

factors, many of which are beyond

required

to

continuously

disclose

the control of the Company, the

any information it has to the market

Directors and the Company's

which a reasonable person would

management.

expect to have a material effect on

The Company cannot and does not

the price or the value of the Loyalty

Options.

give any assurance that the results,

performance

or

achievements

This Prospectus is intended to be

expressed or implied by the forward-

read in conjunction with the publicly

looking statements contained in this

available information in relation to

Prospectus will actually occur and

the Company which has been

investors are cautioned not to place

notified to ASX and does not

undue reliance on these forward-

include all of the information that

looking statements.

would be included in a prospectus

The Company has no intention to

for

an

initial

public

offering

of

securities

in

an

entity that

is

not

update

or

revise

forward-looking

already listed on a stock exchange.

statements,

or

to

publish

Investors

should

therefore

have

prospective financial information in

regard

to

the

other

publicly

the

future,

regardless

of

whether

available information

in

relation

to

new

information, future

events or

the

Company

before

making

a

any

other

factors

affect

the

decision whether or not to invest.

information

contained

in

this

Prospectus, except where required

Having taken such precautions and

by law.

having made such enquires as are

These

forward-looking

statements

reasonable, the Company believes

that

it

has

complied

with

the

are

subject

to

various

risk

factors

general and

specific

requirements

that

could

cause

the

Company's

of ASX as applicable from time to

actual

results

to

differ

materially

time

throughout

the

three

months

from

the

results

expressed

or

before the

issue

of

this

Prospectus

anticipated

in

these

statements.

which

required

the Company

to

These

risk factors

are

set

out in

notify

ASX

of

information

about

Section 5.

specified events or matters as they

Overseas shareholders

arise for the purpose of ASX making

This Offer does not, and is not

that information available to the

stock market conducted by ASX.

intended

to, constitute

an

offer in

any place or jurisdiction in which, or

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Please refer to Section 6.2 for further details.

Target Market Determination

In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Loyalty Options issued

under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on

the Company's website (www.gbmr.com.au). By making an application under the Offer, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.

Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of

theCompanyat www.gbmr.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian or New Zealand, or Singapore, Hong Kong, China, British Colombia (Canada) or Germany resident and must only access this Prospectus from within Australia or New Zealand, or Singapore, Hong Kong, China, British Colombia (Canada) or Germany.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of

charge by contacting the Company by phone on [phone] during office hours or by

emailing the Company at [e-mail].

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

Company Website

No documents or other information available on the Company's website is incorporated into this Prospectus by reference.

Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory

Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company

are inherently uncertain. Accordingly, any forecast or

projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Clearing House Electronic Sub-

Register System (CHESS) and Issuer

Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank account statement) that set out the number of Loyalty Options issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely

upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

Privacy statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate

distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, regulatory bodies including the

Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share

registry at the relevant contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal

information is governed by legislation including the Privacy Act

1988 (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Loyalty Options, the Company may not be able to accept or process your application.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Prospectus, you should consult with your broker or legal, financial or other professional adviser without delay. Should you have any questions about the Offer or how to accept the Offer please call the

Company Secretary on [phone].

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