Gascoyne Resources : Share Purchase Plan Offer Booklet - Revised

Gascoyne Resources Limited Share Purchase Plan Booklet

This is an important document and requires your immediate attention. You should read this Booklet in full.

Eligible Shareholders have the opportunity to participate in the SPP Offer by applying for up to $30,000 of new Shares without incurring brokerage or other transaction costs. Details of the SPP Offer and how to participate are set out in this Booklet.

Applications for new Shares under the SPP must be received by 5.00pm (AWST) on Tuesday, 19 April 2022.

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

Table of contents

1 Letter to Shareholders 2

2 Summary of important dates 4

3 Summary of SPP 5

4 Terms and conditions of the SPP 9

• 4.1 Offer .................................................................................................................... 9

• 4.2 Eligible Shareholders ...................................................................................... 10

• 4.3 Joint holders and Custodians and nominees ............................................... 10

• 4.4 Applications for SPP Shares .......................................................................... 10

• 4.5 Issue Price ........................................................................................................ 12

• 4.6 Number of SPP Shares to be issued ............................................................. 12

• 4.7 Issue of SPP Shares ........................................................................................ 12

• 4.8 Shareholders outside Australia and New Zealand ....................................... 12

• 4.9 Acknowledgements ......................................................................................... 13

• 4.10 Scale back ........................................................................................................ 15

• 4.11 Dispute resolution ........................................................................................... 15

• 4.12 Variation and termination ............................................................................... 16

• 4.13 Privacy policy ................................................................................................... 16

• 4.14 Underwriting ..................................................................................................... 16

• 4.15 Governing law .................................................................................................. 16

5 Glossary

17

Important information

This document is intended for use only in connection with the SPP Offer to Eligible Shareholders in Australia and New Zealand. No action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this document may be restricted by law and persons (including Custodians and nominees) who come into possession of this document should observe any such restrictions.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The SPP Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the SPP Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

1

Letter to Shareholders

Dear Shareholder

On behalf of the directors of Gascoyne Resources Limited (Gascoyne), I am pleased to offer you the opportunity to participate in a share purchase plan (SPP), which allows Eligible Shareholders to subscribe for up to $30,000 worth of new Shares in Gascoyne (SPP Shares) without incurring brokerage or other transaction costs.

The SPP aims to raise up to $4 million1 and is not underwritten.

The SPP follows Gascoyne's successful institutional placement as announced to the ASX on Monday, 28 March 2022, which raised approximately $15 million (Placement).

The SPP Shares are being offered at $0.30 per Share (Issue Price), which is the same price as was paid for each Share by investors in the Placement. This Issue Price represents:

•

a 15.5% discount to the closing price of Shares of $0.355 on Wednesday, 23 March 2022 (prior to the trading halt in connection with the Placement commencing); and

•

a 10.9% discount to the 10-day VWAP of $0.337 per Share ending on Wednesday, 23 March 2022.

Gascoyne intends to use the proceeds of the Placement and the SPP for the following purposes:

•

$10.5 million to repay in full the outstanding debt relating to the Convertible Notes, including accrued but unpaid interest;

•

•

$3.5 million to fund the accelerated drilling program at the Dalgaranga Gold Project focused on near mine targets (e.g. Gilbey's North and Plymouth); and $5.0 million for general working capital purposes and to fund the costs of the Placement and SPP.

Participation in the SPP

Participation in the SPP is voluntary and open to all Eligible Shareholders, being holders of Shares (Shareholders) in Gascoyne at 5.00pm (AWST) on Friday, 25 March 2022 (Record Date) and whose address on the Register is in Australia or New Zealand. The SPP is also being extended to Eligible Shareholders who are Custodians or nominees to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this booklet (Booklet).

Once issued, SPP Shares will rank equally with existing Shares in Gascoyne.

The terms and conditions of the SPP are provided in this Booklet. We urge you to read these materials in their entirety and seek your own financial and taxation advice in relation to the SPP, before you decide whether to participate.

How to apply for SPP Shares

The SPP opens on Friday, 1 April 2022 and is expected to close at 5.00pm (AWST) on Tuesday, 19 April 2022. SPP Shares are expected to be issued on Friday, 22 April 2022 and to commence trading on ASX on Tuesday, 26 April 2022.

To apply for SPP Shares, you must, by 5.00pm (AWST) on Tuesday, 19 April 2022, either:

1 Gascoyne may decide to accept applications (in whole or in part) that result in the SPP raising more or less than this amount in its absolute discretion.

•

make a payment directly via BPAY®2 (you do not need to return the Application Form enclosed with this Booklet if you choose this option);3 or

•

complete and return the personalised Application Form enclosed with this Booklet in accordance with the details on the form, together with payment via cheque, bank draft or money order.

Questions and further information

This Booklet contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read this Booklet carefully and in its entirety before deciding whether to apply, and in particular, you should read the 'Risk Factors' section of Gascoyne's investor presentation released to the ASX on Monday, 28 March 2022 before deciding whether to apply.

If you have any questions in relation to how to participate in the SPP, please contact the Registry from 8.30am to 5.00pm (AWST) Monday to Friday on 1 300 113 258 (callers within Australia) or ([phone] (callers outside Australia) or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in Gascoyne through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser.

Thank you for your continued support of Gascoyne.

Yours sincerely

Rowan Johnston Non-Executive Chairman Gascoyne Resources Limited

• 2 Registered by BPAY Pty Ltd (ABN 69 079 137 518).

• 3 Custodians cannot make payment via BPAY®. If you are a Custodian, you must pay via cheque, bank draft or money order.

2

Event

Date

Summary of important dates
Record Date (the date that eligibility to participate in the SPP	5.00pm (AWST) on Friday, 25
was determined)	March 2022
SPP Offer opens (after allotment of Placement Shares)	Friday, 1 April 2022
SPP Offer closes	5.00pm (AWST) on Tuesday,
19 April 2022
Results of SPP announced	Friday, 22 April 2022
Issue of SPP Shares	Friday, 22 April 2022
SPP Shares commence trading on ASX	Tuesday, 26 April 2022
Despatch of holding statements	Tuesday, 26 April 2022

This timetable is indicative only and subject to change. Subject to the requirements of the Corporations Act, the Listing Rules and other applicable rules, Gascoyne reserves the right to amend this timetable at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice. All references to times in this Booklet are to Australian Western Standard Time (AWST).