Gascoyne Resources : Share Purchase Plan - Offer Documents, 262 KB

57 139 522 900‌

22 February 2017

Dear Shareholder,

On 17 February 2017 Gascoyne Resources Limited ABN 57 139 522 900 (Company) announced it had successfully completed a Bookbuild to raise up to $50 million at an issue price of $0.50 per fully paid share (Placement), which was heavily oversubscribed by a number of leading domestic and international institutional and professional investors. The Company also announced that it intended to offer shareholders the chance to participate in a share purchase plan to subscribe for additional shares in the Company to raise up to $5,000,000.

The Board of Gascoyne Resources Limited offers Eligible Shareholders the opportunity to participate in the Company's Share Purchase Plan (Plan) at the same price as the Placement,, by subscribing for up to $15,000 worth of fully paid ordinary shares in the Company (Shares) (subject to any scale back) without having to pay brokerage or other transaction costs, and subject to the enclosed terms and conditions (Offer).

The funds raised by the Placement and the Plan be applied towards the development of the Dalgaranga Gold Project in the Murchison region of Western Australia, and for exploration and working capital.

The Offer is made without a prospectus or other disclosure document under the Corporations Act 2001 (Cth) (Corporations Act) in reliance on Australian Securities and Investments Commission Class Order [CO 09/425] (Class Order).

The key terms of the Offer are set out in the table below, however this is only a summary so please read the full terms and conditions of the Offer (Terms and Conditions) enclosed carefully as if you accept the Offer, you will be bound by them:

The Offer is only made to Eligible Shareholders, which means you were required to be registered as a holder of Shares:

• as at 5:00pm (AEST) on 16 February 2017 (Record Date); and

• your registered address is in Australia, New Zealand, Singapore or the United Kingdom (provided that if your registered address is in New Zealand you must also hold Shares in the Company on the Offer Opening Date. Neither the Plan or the Offer constitutes an offer of Shares in any other jurisdiction except Australia, New Zealand, Singapore or the United Kingdom.

The Offer is also made to Eligible Shareholders who are "custodians" as defined in the Class Order to participate in the Offer on behalf of certain eligible beneficiaries, subject to the Terms and Conditions.

The Offer does not take into account the individual investment objectives, financial situation, tax position or particular needs of any Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult with your financial or other professional adviser. This document is not, nor is the Offer, a recommendation to purchase Shares.

You should be aware that the market price of Shares on ASX may rise and fall between the date of the Offer, and the date that the Shares are issued pursuant to the Offer. As a result, the number of

Shares that you receive may be more or less than the number you might calculate using the market price of Shares on the date that they are issued. It also means that it is possible that up to or after the issue date of the Shares under the Offer, you may be able to buy Shares at a lower price than the Issue Price.

If you have any questions in relation to the Offer, please contact David Lim, Company Secretary by telephone on +61 8 9481 3434 or by email at cosec@gascoyneresources.com.au or consult your financial or other professional adviser.

On behalf of the board of directors I would like to thank you for your continued support. Yours faithfully

Managing Director

The Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be issued, circulated or distributed, nor may these securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an existing holder of the Company's shares. In the event that you are not such a shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly, and seek legal advice if necessary

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the Shares.

This document is issued on a confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of section 86(7) of FSMA)) in the United Kingdom, and the Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who fall within Article 43 (members or creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended, or (ii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this document relates is available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Shares have not been, and will not be, registered under the US Securities Act of 1933 and 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.