Gascoyne Resources : Completion of Placement and Cleansing Notice Section 708A

57 139 522 900

December 1, 2017

Australian Securities Exchange Limited Via ASX Market Announcements Platform

Gascoyne Resources Limited ("Gascoyne" or the "Company") (ASX:GCY) refers to ASX announcement dated 22 November 2017 in relation to the issue of 56,576,351 fully paid Gascoyne shares to institutional and sophisticated investors at an issue price of $0.38 per share to raise $21,499,013 (before costs) ("Placement"). As announced on the 29 of November, 45,994,777 shares were issued and funds received. The remainder of the Placement has been settled with 10,581,574 shares issued and funds received.

The Company wishes to advise that it has elected to issue 9,631,574 shares under listing Rule 7.1 and 950,000 shares under listing rule 7.1A and has received $4,020,988.12 (before costs) under the placement without disclosure to investors under Part 6D of the Corporations Act 2001 ("Corporations Act").

This notice is given by the Company under section 708A (5) (e) of the Corporations Act. As at the date of this notice, the Company has complied with:

1. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

2. section 674 of the Corporations Act.

The Company confirms that, as at the date of this notice, there is no information that:

1. has been excluded from a continuous disclosure notice given to the ASX in accordance with the ASX Listing Rules ; and

2. investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

3. The assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

4. The rights and liabilities attaching to fully paid ordinary shares.

5. Additional Information required under Listing Rule 7.1A (and LR3.10.5A):

   • The placement of 950,000 shares under LR7.1A represents 0.2% of the expanded capital.

   • The issue of shares under LR7.1A forms part of the Placement to sophisticated and Institutional investors noted above. The Company considered that a Placement was the most efficient and expedient method for raising the funds required by the Company.

   • The Placement was not underwritten.

   • Broker's fees of 6% of the issue price ($0.38/share) were paid on the shares issued under LR7.1A.

   On behalf of the Board of Gascoyne Resources Ltd

   Michael Dunbar Managing Director

   P.O. Box 1449, West Perth, Western Australia 6872 Level 1, 41-47 Colin Street, West Perth, Western Australia 6005 Telephone +61 8 9481 3434, Facsimile +61 8 9481 0411

   Email: admin@gascoyneresources.com.au, Web: www.gascoyneresources.com.au