Gold Mountain : Renounceable Rights Issue Prospectus

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Prospectus

Gold Mountain Limited

ACN 115 845 942

For a renounceable pro rata offer to Eligible Shareholders of approximately 214 million New Shares at an issue price of $0.01 per New Share on the basis of one New Share for every 5 Existing Shares held, together with one attaching New Option for every 2 New Shares issued, to raise up to approximately $2.14 million before issue costs.

Eligible Shareholders may, in addition to their Entitlement, apply for Shortfall Shares.

ASX Code: GMN

The Offer is partially underwritten by Mahe Capital Pty Limited for $500,000.

This Prospectus provides important information about the Company. You should read the entire document including the Entitlement and Acceptance Form. If you have any questions about the New Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative.

This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This Prospectus is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

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Important Notice

This Prospectus is dated 21 February 2022 and was lodged with ASIC on that date. Application will be made to ASX for quotation of the securities offered under this Prospectus within 7 days of this date.

Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be allotted or issued on the basis of this Prospectus later than 3 months after the date of this Prospectus.

Nature of this Prospectus

The New Securities which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a 'transaction specific prospectus' to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the 3 months prior to the date of the prospectus. In general terms 'transaction specific prospectuses' are only required to contain information in relation to the effect of the issue of New Shares on the Company and the rights attaching to the New Shares. 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.

This Prospectus contains information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in it. It does not include all of the information that would be included in a prospectus for an initial public offer.

Prospectus availability

Eligible Shareholders can obtain a copy of this Prospectus during the Offer period on the

Company'swebsiteat www.goldmountainltd.com.au or by contacting the Company. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic copy of this Prospectus available from the Company's website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY® (refer to section 7.8 of this Prospectus for further information).

Foreign jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia, New Zealand, Singapore, or Malaysia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may

violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it should not be lawful to make such an offer.

Disclaimer of representations

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Forward looking statements

This Prospectus contains forward looking statements that, despite being based on the Company's current expectations about future events, are subject to known and unknown risks, uncertainties, and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties, and assumptions, could cause actual results, performance, or achievements to materially differ from future results, performance or achievements expressed or implied by forward- looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 6 of this Prospectus. Forward-looking statements include those containing such words as 'anticipate', 'estimate', 'believe', 'should', 'will', 'may' and similar expressions.

Privacy

Please read the privacy information located in section 8.17 of this Prospectus. By submitting an Entitlement and Acceptance Form, you consent to the matters outlined in that section.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Enquiries

If you have any questions, please call the Company Secretary on [phone] any time between 8.30am and 5.00pm (AEST) Monday to Friday or email [e-mail] until the Closing Date. Alternatively, consult your broker, accountant, or other professional adviser.

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Table of Contents

1	TIMETABLE TO THE OFFER ................................................................................	4
2	KEY OFFER TERMS AND CAPITAL STRUCTURE ..........................................................	4
3	EXECUTIVE DIRECTOR'S LETTER .........................................................................	5
4	INVESTMENT OVERVIEW AND KEY RISKS ................................................................	6
5	PURPOSE AND EFFECT OF THE OFFER.................................................................	10
6	RISK FACTORS .............................................................................................	13
7	ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS ...................................................	19
8	DETAILS OF THE OFFER..................................................................................	24
9	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ...............................................	31
10	ADDITIONAL INFORMATION..............................................................................	35
11	DIRECTORS' RESPONSIBILITY AND CONSENT ..........................................................	41
12	GLOSSARY .................................................................................................	42
13	PRO FORMA STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021 ...................	44

Corporate Directory

Directors		Company Secretary
Syed Hizam Alsagoff	Non- Executive Director	Daniel Smith
Pay Chuan (Paul) Lim	Non-Executive Director
Steven Larkins	Non-Executive Director	Website www.goldmountainltd.com.au
Timothy Cameron	Executive Director
Registered Office		Share Registry*
C/- Level 8, 99 St Georges Tce	Boardroom Pty Limited
Perth WA 6000		Tel:	1300 737 760 (within Australia) or
Tel:	[phone]			[phone] (outside Australia)
Email:	[e-mail]	Web:	https://boardroomlimited.com.au/
Auditor*			Solicitor to the Offer
KS Black & Co		Atkinson Corporate Lawyers

Lead Manager and Underwriter

Mahe Capital Pty Limited

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus.

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For personal use only

1	TIMETABLE TO THE OFFER
Ex date - Shares trade ex Entitlement (Ex Date)	23 February 2022
Rights trading starts on a deferred settlement basis
Record date to determine Entitlement (Record Date)	24 February 2022
Prospectus with Entitlement and Acceptance Form dispatched	1	March 2022
Offer opens for receipt of Applications
Rights trading ends	8	March 2022
Closing date for acceptances	15	March 2022
Notify ASX of under-subscriptions	18	March 2022
Issue of New Shares and New Options	22	March 2022
Normal trading of New Shares expected to commence	23	March 2022
Last date to issue Shortfall Shares (see section 8.6)	15 June 2022

Note: The timetable is indicative and may change, subject to the Corporations Act and Listing Rules.

2	KEY OFFER TERMS AND CAPITAL STRUCTURE
		Underwritten Amount	Full Subscription
Shares currently on issue1	1,070,149,170	1,070,149,170
New Shares offered under this Prospectus2, 3	50,000,000	214,029,834
Total Shares on issue after the Offer	1,120,149,170	1,284,179,004
Options currently on issue	249,054,900	249,054,900
New Options offered under this Prospectus3	25,000,000	107,014,917
Options on issue after the Offer	274,054,900	356,069,817
Amount raised under this Prospectus (before costs)1	$500,000	$2,140,298

1. This assumes no further Shares are issued prior to the Record Date.
2. The Company reserves the right to issue further securities in conjunction with the Offer using its existing placement capacity.
3. The Company will also issue the Lead Manager and Underwriter four New Options for every $1.00 raised under the Offer. See section 8.4 for details.

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3 EXECUTIVE DIRECTOR'S LETTER

Dear Shareholders

On behalf on Gold Mountain Limited (Company), I am pleased to invite you to participate in a renounceable pro rata offer available to Eligible Shareholders on the basis of one new Share for every five Shares held at an issue price of $0.01 per new Share, to raise up to approximately $2.14 million (Offer).

The Offer represents a discount of 25% to the 30-day VWAP of $0.0134 and a discount of 34% to the 90-day VWAP of $0.0152 prior to the Company going into trading halt for the Offer on 18 February 2022. Mahe Capital Pty Limited has partially underwritten the Offer for $500,000.

For every 2 new Shares subscribed, investors will also receive one New Option exercisable at $0.02 each on or before 2 years from issue. The Company will also seek to have the New Options listed on the ASX. Shareholders have the opportunity to apply for additional Shares, in excess of their Entitlement.

The funds raised will be applied to advancing the Company's projects and prospects within the Wabag Project in PNG through:

• The continuation of the 6,000-8,000m targeted drilling program in the highly prospective Mt Wipi target area
• Compilation and review of the extensive geological data for the highly prospective Monoyal and Sak Creek target areas with specific focus on Lombokai Creek
• Continued Regional exploration works program
• General working capital

The risks associated with this offer are detailed in section 6 and include exploration risks, risks in operating in Papua New Guinea and other risks ordinarily associated with junior exploration companies exploring for copper and gold and share market risks.

On behalf of all Directors, I invite you to consider this investment opportunity as the Company continues to systematically target highly prospective targets at Mt Wipi which may bring forward a Discovery and maximise relative shareholder value.

Yours sincerely

Tim Cameron

Executive Director

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