Gold Road Resources : Update to Appendix 3B

For personal use only

This appendix is available as an online form
Only use this form if the online version is not available	+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for non- renounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

+ See chapter 19 for defined terms	Page 1
5 June 2021

For personal use only

	This appendix is available as an online form	Appendix 3B
			Proposed issue of +securities
	Part 1 - Entity and announcement details
	Question	Question	Answer
	no
	1.1	*Name of entity	Gold Road Resources Limited
		We (the entity here named)
		give ASX the following
		information about a proposed
		issue of +securities and, if ASX
		agrees to +quote any of the
		+securities (including any
		rights) on a +deferred
		settlement basis, we agree to
		the matters set out in
		Appendix 3B of the ASX
		Listing Rules.
		If the +securities are being
		offered under a +disclosure
		document or +PDS and are
		intended to be quoted on ASX,
		we also apply for quotation of
		all of the +securities that may
		be issued under the
		+disclosure document or
		+PDS on the terms set out in
		Appendix 2A of the ASX
		Listing Rules (on the
		understanding that once the
		final number of +securities
		issued under the +disclosure
		document or +PDS is known,
		in accordance with Listing
		Rule 3.10.3C, we will complete
		and lodge with ASX an
		Appendix 2A online form
		notifying ASX of their issue
		and applying for their
		quotation).
	1.2	*Registration type and number	ABN 13109289527
		Please supply your ABN, ARSN,
		ARBN, ACN or another registration
		type and number (if you supply
		another registration type, please
		specify both the type of registration
		and the registration number).
	1.3	*ASX issuer code	GOR
	1.4	*This announcement is	☐ A new announcement
		Tick whichever is applicable.	☒ An update/amendment to a previous announcement
			☐ A cancellation of a previous announcement
	1.4a	*Reason for update	Updated offer consideration from 2.16 Gold Road
		Answer this question if your response	Shares per DGO Share to 2.25 Gold Road Shares per
		to Q 1.4 is "An update/amendment to	DGO Share as announced in Third Supplementary
		previous announcement". A reason	Bidders Statement dated 30 May 2022.
		must be provided for an update.

+ See chapter 19 for defined terms	Page 2
5 June 2021

		This appendix is available as an online form	Appendix 3B
					Proposed issue of +securities
		1.4b	*Date of previous	7 April 2022
			announcement(s) to this
			update
only			Answer this question if your response
		to Q 1.4 is "An update/amendment to
		previous announcement".
	1.4c	*Reason for cancellation
		Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
	1.4d	*Date of previous
		announcement(s) to this
		cancellation
use			Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
		1.5	*Date of this announcement	30 May 2022
		1.6	*The proposed issue is:	☐ A +bonus issue (complete Parts 2 and 8)
			Note: You can select more than one	☐ A standard +pro rata issue (non-renounceable or
			type of issue (e.g. an offer of
			securities under a securities purchase		renounceable) (complete Q1.6a and Parts 3 and 8)
			plan and a placement, however ASX	☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
			may restrict certain events from being
personal			announced concurrently). Please	☐ An offer of +securities under a +securities purchase
		contact your ASX listings compliance
		adviser if you are unsure.		plan (complete Parts 4 and 8)
		☐ A non-+pro rata offer of +securities under a
				+disclosure document or +PDS (complete Parts 5 and 8)
			☐ A non-+pro rata offer to wholesale investors under an
				information memorandum (complete Parts 6 and 8)
			☒ A placement or other type of issue (complete Parts 7 and
				8)
	1.6a	*The proposed standard +pro	☐ Non-renounceable
		rata issue is:	☐ Renounceable
		Answer this question if your response
		to Q1.6 is "A standard pro rata issue
		(non-renounceable or renounceable)."
		Select one item from the list
		An issuer whose securities are
		currently suspended from trading
		cannot proceed with an entitlement
		offer that allows rights trading. If your
		securities are currently suspended,
For			please consult your ASX listings
		compliance adviser before proceeding
		further.
	1.6b	*The proposed accelerated	☐ Accelerated non-renounceable entitlement offer
		offer is:		(commonly known as a JUMBO or ANREO)
		Answer this question if your response	☐ Accelerated renounceable entitlement offer
		to Q1.6 is "An accelerated offer"
		Select one item from the list		(commonly known as an AREO)
		☐ Simultaneous accelerated renounceable entitlement
		An issuer whose securities are
			currently suspended from trading		offer (commonly known as a SAREO)
			cannot proceed with an entitlement	☐ Accelerated renounceable entitlement offer with dual
			offer that allows rights trading. If your
			securities are currently suspended,		book-build structure (commonly known as a
			please consult your ASX listings		RAPIDS)
			compliance adviser before proceeding	☐ Accelerated renounceable entitlement offer with retail
			further.
					rights trading (commonly known as a PAITREO)

+ See chapter 19 for defined terms	Page 3
5 June 2021

For personal use only

This appendix is available as an online form	Appendix 3B
	Proposed issue of +securities

Part 2 - Details of proposed +bonus issue

If your response to Q1.6 is "A bonus issue", please complete Parts 2A - 2D and the details of the securities proposed to be issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.

Part 2A - Proposed +bonus issue - conditions

Question	Question		Answer
No.
2A.1	*Do any external approvals need to be	Yes or No
	obtained or other conditions satisfied before
	the +bonus issue can proceed on an
	unconditional basis?
	For example, this could include:
	•	+Security holder approval
	•	Court approval
	•	Lodgement of court order with +ASIC
	•	ACCC approval
	•	FIRB approval
	Disregard any approvals that have already been
	obtained or conditions that have already been satisfied.
	If any of the above approvals apply to the bonus issue,
	they must be obtained before business day 0 of the
	timetable. The relevant approvals must be received
	before ASX can establish an ex market in the
	securities.
2A.1a	Conditions
	Answer these questions if your response to Q2A.1 is "Yes".
*Approval/ condition	*Date for	*Is the date	*Approval received/	Comments
Type			determination	estimated or	condition met?
Select the applicable		actual?	Please respond "Yes" or
approval/condition			The 'date for	"No". Only answer this
from the list (ignore		determination' is	question when you know
those that are not			the date that	the outcome of the
applicable). More than		you expect to	approval. Note that you
one approval/condition		know if the	will need to lodge an
can be selected.			approval is	updated Appendix 3B
				given or	showing that all required
				condition is	approvals have been
				satisfied (for	obtained and conditions
				example, the	have been met prior to
				date of the	business day 0 in the
				security holder	timetable for the bonus
				meeting in the	issue in Appendix 7A of
				case of security	the listing rules.
				holder approval
				or the date of
				the court
				hearing in the
				case of court
				approval).
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval

+ See chapter 19 for defined terms	Page 4
5 June 2021

For personal use only

	This appendix is available as an online form		Appendix 3B
					Proposed issue of +securities
	Other (please specify
	in comment section)
	Part 2B - Proposed +bonus issue - issue details
	Question	Question	Answer
	No.
	2B.1	*Class or classes of +securities that will
		participate in the proposed +bonus issue
		(please enter both the ASX security code &
		description)
		If more than one class of security will participate in the
		proposed bonus issue, make sure you clearly identify
		any different treatment between the classes.
	2B.2	*Class of +securities that will be issued in
		the proposed +bonus issue (please enter
		both the ASX security code & description)
	2B.3	*Issue ratio	for
		Enter the quantity of additional securities to be issued
		for a given quantity of securities held (for example, 1
		for 2 means 1 new security issued for every 2 existing
		securities held).
		Please only enter whole numbers (for example, a
		bonus issue of 1 new security for every 2.5 existing
		securities held should be expressed as "2 for 5").
	2B.4	*What will be done with fractional	☐ Fractions rounded up to the next whole
		entitlements?	number
		Select one item from the list.	☐ Fractions rounded down to the nearest
					whole number or fractions disregarded
					☐ Fractions sold and proceeds distributed
					☐ Fractions of 0.5 or more rounded up
					☐ Fractions over 0.5 rounded up
					☐ Not applicable
	2B.5	*Maximum number of +securities proposed
		to be issued (subject to rounding)
	Part 2C - Proposed +bonus issue - timetable
	Question	Question	Answer
	No.
	2C.1	*+Record date
		Record date to identify security holders entitled to
		participate in the bonus issue. Per Appendix 7A section
		1 the record date must be at least 4 business days
		from the announcement date (day 0).
	2C.3	*Ex date
		Per Appendix 7A section 1 the ex date is one business
		day before the record date. This is also the date that
		the bonus securities will commence quotation on a
		deferred settlement basis.
	2C.4	*Record date
		Same as Q2C.1 above

+ See chapter 19 for defined terms	Page 5
5 June 2021