Gateway Mining : Notice of Extraordinary Meeting and Letter to Shareholders

For personal use only

ABN: 31 008 402 391

B1/431 Roberts Road, Subiaco WA 6008

Tel: [phone]

Fax: [phone]

Website: www.gatewaymining.com.au

18 July 2022

Dear Shareholder

General Meeting - Notice and Proxy Form

Notice is hereby given that an Extraordinary General Meeting (Meeting) of Shareholders of Gateway Mining Limited (Company or Gateway) will be held at 1:00 pm (AEST) on Monday, 15 August 2022 at Level 5, 126 Phillip Street, Sydney NSW 2000 Australia.

In accordance with recent modifications to the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting and accompanying Explanatory Memorandum (Notice of Meeting) to shareholders unless a shareholder has requested a hard copy. The Notice of Meeting can be viewed and downloaded from the link set out below.

https://www.gatewaymining.com.au/site/investor-centre/asx-announcements

Alternatively, the Notice will also be available on the ASX website, ticker code: GML, at the following link:

https://www2.asx.com.au/markets/trade-our-cash-market/historical-announcements

If you are unable to attend the Meeting, you can lodge a proxy vote online via our Share Registry by taking the following steps:

1. Go tohttps://investor.automic.com.au/#/loginsah
2. Log on using your unique shareholder identification number and enter your Australian postcode as well as the Company's ASX code (if you are an overseas resident please amend the country name to the country in which you reside).
3. Select on the "I'm not a robot" box and follow the prompt.
4. Click on the "Meetings" button.
5. Click on the "vote" button.

Alternatively, you can complete and lodge the personalised Proxy From for the Meeting enclosed with this letter.

In order for your proxy to count, you will need to either complete an online proxy, or lodge your completed hard copy Proxy Form as per the instructions on the enclosed Proxy Form, by no later than 1:00PM (AEST) on 13 August 2022.

The Company strongly encourages all shareholders to lodge their directed proxy votes prior to the Meeting and appoint the Chair as their proxy. All voting at the Meeting will be conducted by poll.

Whilst the Company intends to proceed with a physical meeting as proposed, depending on the status of the COVID-19 circumstances and any Government restrictions on public gatherings in place at the time of the Meeting, the directors may instead be required to make a decision prior to the Meeting that shareholders will not be able to attend the meeting in person.

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For personal use only

ABN: 31 008 402 391

Level 11, 52 Phillips Street Sydney NSW 2000

GPO Box 225 Sydney NSW 2001

Tel: [phone]

If it becomes necessary or appropriate to make alternative arrangements to those set out in the Notice of Meeting, the Company will notify shareholders accordingly via the Company's web-site and the ASX Market Announcements Platform. In order to receive electronic communications from the Company in the future, please update your Shareholder details online at https://investor.automic.com.au/#/homeand log in with your unique shareholder identification number and postcode (or country for overseas residents).

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Automic on 1300 288 664.

For and on behalf of

GATEWAY MINING LIMITED

The Managing Director has approved the release of this document to the market.

Investors	Media
Mark Cossom	Nicholas Read
Managing Director	Read Corporate
T: 08 6383 9969	T: 08 9388 1474
or
Kar Chua
Company Secretary
T: 02 8316 3998

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Follow us on LinkedIn and/or Twitter @gateway_mining

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For personal use only

GATEWAY MINING LIMITED

ACN 008 402 391

Notice of Extraordinary General Meeting

TIME:	1:00pm (AEST)
DATE:	15 August 2022
PLACE:	Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000
	Australia

This Notice of Meeting and the attached Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this notice please do not hesitate to contact the Company Secretary on [phone].

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For personal use only

Contents
Venue..................................................................................................................................	2
Voting in Person ..................................................................................................................................	2
Voting by proxy ..................................................................................................................................	2
NOTICE OF MEETING ...........................................................................................................................	4
ORDINARY BUSINESS..........................................................................................................................	4
1.RESOLUTION 1 - CONSOLIDATION OF CAPITAL .........................................................................	4
2.OTHER BUSINESS .............................................................................................................................	4
ENQUIRIES ................................................................................................................................	11
GLOSSARY ................................................................................................................................	12
ANNEXURE A - APPOINTMENT OF PROXY FORM - GATEWAY MINING LIMITED.....................	13
TIME AND PLACE OF MEETING AND HOW TO VOTE
Venue

The Meeting of the Shareholders of Gateway Mining Limited ACN 008 402 391 (ASX: GML) (Company) to which this Notice relates, will be held at 1:00 pm (AEST) on 15 August 2022 at Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000 Australia.

The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link:

https://www.gatewaymining.com.au/site/investor-centre/asx-announcements

Voting in Person

To vote in person, you will be required to attend the Meeting on the date and at the place set out above.

Voting by proxy

A member entitled to attend and vote at the meeting may appoint a proxy.

The person appointed as a proxy may be an individual or a body corporate. If entitled to cast two or more votes, the member may appoint one or two proxies.

Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the member's voting rights. If the proportion is not specified, each proxy may exercise half of the member's voting rights. Fractional votes will be disregarded. Please carefully read the instructions on the Proxy Form and consider how you wish to direct the proxy to vote on your behalf. You may direct the proxy to vote "for", "against" or "abstain" from voting on each resolution or you may leave the decision to the appointed proxy after discussion at the meeting.

A proxy need not be a member of the Company.

To vote by proxy, please use one of the following methods:

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For personal use only

Online	Lodge	the	Proxy	Form	online	at
	https://investor.automic.com.au/#/loginsah	by
	following the instructions: Login to the Automic
	website using the holding details as shown on the
	Proxy
	Form. Click on 'View Meetings' - 'Vote'. To use
	the online lodgement facility, Shareholders will
	need their holder number (Securityholder
	Reference Number (SRN) or Holder Identification
	Number (HIN)) as shown on the front of the Proxy
	Form.
By Post	Automic, GPO Box 5193, Sydney NSW 2001
By Email	[e-mail]

Proxy instructions must be received no later than 48 hours before the commencement of the Meeting.

Proxy forms received later than this time will be invalid.

Voting Intention of the Chair for all Resolutions

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change his or her voting intention on any resolution, in which case an ASX announcement will be made.

Technical Difficulties

Technical difficulties may arise during the course of the Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

Questions

Shareholders are also encouraged to submit questions in advance of the Extraordinary General Meeting to the Company. Questions should be submitted in writing to the Company Secretary, at [e-mail] least 48 hours before the Meeting. However, shareholders will be given an opportunity to ask questions on the day of the meeting.

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