Wollongong Coal : Non-Renounceable Rights Issue Shortfall & Appendix 3B

ASX ANNOUNCEMENT

6 December 2019

Non-Renounceable Rights Issue - Shorftall

Great Northern Minerals Limited ("Great Northern Minerals" or the "Company") (ASX:GNM) advises that it has successfully placed 31,621,853 of the Shortfall New Shares, together with one (1) free attaching New Listed Option (ASX: GNMOB) from every two (2) New Shares issued and one (1) free attaching New Unlisted Option for every two (2) New Shares issued under the Shortfall from the recently completed Non-RenounceableRights Issue ("Rights Issue") as announced to ASX on 1 November 2019, closed on 20 November 2019.

The issue of the Shortfall New Shares has raised $316,219 before costs. New Shares and New Listed and Unlisted Options have been allotted today and in accordance with the attached Appendix 3B.

***ENDS***

Aida Tabakovic Company Secretary [phone]

About Great Northern Minerals Limited

Great Northern Minerals Limited is an ASX-listed gold focused explorer. The Company's projects include the Golden Cup, Camel Creek and Big Rush Gold Mines in Queensland. These historic surface pit mines produced over 150,000 oz up to the mid-1990's at an average grade >2g/t Au.

Great Northern Minerals Limited	T: +618 6214	0148
ABN 22 000 002 111	Level 1, 33 Colin Street
www.greatnorthernminerals.com.au	West Perth, WA	6005

1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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, 04/03/13

Name of entity

Great Northern Minerals Limited (previously Greenpower Energy Limited)

ABN

22 000 002 111

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

1. Fully Paid Ordinary Shares
2. Listed Options exercisable at $0.022 on or before 1 July 2023
3. Unlisted Options exercisable at $0.016 on or before 1 May 2020

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

1. 31,621,853
2. 15,810,921
3. 15,810,921

3 Principal terms of the +securities (e.g. 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)

1. Fully Paid Ordinary Shares
2. Listed Options exercisable at $0.022 on or before 1 July 2023
3. Unlisted Options exercisable at $0.016 on or before 1 May 2020

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

4 Do the +securities rank equally in all respects from the +issue date 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

(i) Yes

(ii) and (iii)

No - however upon conversion into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities

1. Issue price or consideration
2. Purpose of the issue
   (If issued as consideration for the acquisition of assets, clearly identify those assets)

1. $0.01 per share
2. and (iii) Nil

(i) to (iii)

Shortfall Placement Offer consisting of Pro- Rata Non-Renounceable Rights Issue with free attaching Options as described in the Prospectus dated 1 November 2019 and lodged with ASIC on this date, which was not taken up by Eligible Shareholders via the Offer.

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

6b The date the security holder resolution under rule 7.1A was passed

6c Number of +securities issued without security holder approval under rule 7.1

6d Number of +securities issued with security holder approval under rule 7.1A

Yes

27 November 2019

Nil

Nil

6e Number of +securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued under an exception in rule 7.2

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.

1. 31,621,853 Fully Paid Ordinary Shares
2. 15,810,921 Listed Options
3. 15,810,921 Unlisted Options

N/A

6h	If +securities were issued under	N/A
	rule	7.1A	for	non-cash
	consideration, state	date	on
	which		valuation		of
	consideration	was released	to
	ASX Market Announcements
6i	Calculate the entity's remaining
Refer to Annexure 1
	issue capacity under rule 7.1 and
	rule 7.1A - complete Annexure 1
	and release to ASX Market
	Announcements
7	+Issue dates
			6 December 2019

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
346,935,835	Fully paid ordinary shares
18,578,678	Options exercisable at $0.18
	on or before 15 December
	2021
102,522,431	Options exercisable at
	$0.022 on or before 1 July
	2023

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number +Class

1,000,000 Options exercisable at $0.25 on or before 23 January 2020

72,522,431 Options exercisable at $0.016 on or before 1 May 2020

1,600,000 Options exercisable at $0.30 on or before 27 October 2020

10	Dividend policy (in the case of a	N/A
	trust, distribution policy) on the
	increased capital (interests)

Part 2 - Pro rata issue

1. Is security holder approval required?
2. Is the issue renounceable or non- renounceable?
3. Ratio in which the +securities will be offered
4. +Class of +securities to which the offer relates
5. +Record date to determine entitlements

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
2. Policy for deciding entitlements in relation to fractions
3. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

1. Closing date for receipt of acceptances or renunciations
2. Names of any underwriters
3. Amount of any underwriting fee or commission
4. Names of any brokers to the issue
5. Fee or commission payable to the broker to the issue
6. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
7. If the issue is contingent on security holders' approval, the date of the meeting
8. Date entitlement and acceptance form and offer documents will be sent to persons entitled
9. 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

+ See chapter 19 for defined terms.

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Appendix 3B Page 5

1. Date rights trading will begin (if applicable)
2. Date rights trading will end (if applicable)
3. How do security holders sell their entitlements in full through a broker?
4. How do security holders sell part of their entitlements through a broker and accept for the balance?
5. How do security holders dispose of their entitlements (except by sale through a broker)?
6. +Issue 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

1. 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
2. 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)

1. Number of +securities for which +quotation is sought
2. +Class of +securities for which quotation is sought
3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
   If the additional +securities do not rank equally, please state:
4. • 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
5. Reason for request for quotation now

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

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

Number +Class

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

+ See chapter 19 for defined terms.

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Appendix 3B Page 7

Quotation agreement

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

2 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.

1. 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.
2. We give ASX the information and documents required by this form. If any information or document is not available now, we 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.

	Aida Tabakovic
Sign here:	____________________ Date: 6 December 2019
	(Company Secretary)
Print name:	Aida Tabakovic
	== == == == ==

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

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	156,536,816
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:
• Number of fully paid +ordinary securities	-12,437,500 (SPP 24 May 2019)
-25,346,180 (SPP 6 June 2019)
issued in that 12 month period under an
-23,423,007 (Entitlement Offer 25 November 2019)
exception in rule 7.2
-31,621,853 (Shortfall Entitlement Offer Shares 6
• Number of fully paid +ordinary securities	December 2019 - this notice)
issued in that 12 month period with	-1,666,666 (Consideration Shares Golden Ant Project
shareholder approval
25 November 2019)
• Number of partly paid +ordinary	-3,091,313 (19 July 2019)
-2,812,500 (19 July 2019)
securities that became fully paid in that
-30,000,000 (10 September 2019)
12 month period
-60,000,000 (30 October 2019)

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

Subtract the number of fully paid +ordinary Nil securities cancelled during that 12 month period

"A"	346,935,835

Step 2: Calculate 15% of "A"

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	52,040,375

+ See chapter 19 for defined terms.

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Appendix 3B Page 9

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

"C"-

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	52,040,375
Note: number must be same as shown in
Step 2
Subtract "C"	-
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] - "C"	52,040,375
	[Note: this is the remaining placement capacity under
	rule 7.1]

Part 2

Rule 7.1A - Additional placement capacity for eligible entities

Step 1: Calculate "A", the base figure from which the placement capacity is calculated

"A"	346,935,835
Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be
	changed
Multiply "A" by 0.10	34,693,584

Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities issued or agreed to be	-
issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities - not just ordinary securities
• Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed
• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained
• It may be useful to set out issues of securities on different dates as separate line items

"E"

-

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	34,693,584
Note: number must be same as shown in Step 2
Subtract "E"	-
Note: number must be same as shown in Step 3
Total ["A" x 0.10] - "E"	34,693,584
	Note: this is the remaining
	placement capacity under
	rule 7.1A

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11