Letter to Optionholders
Released
Released
Announcement PDF
ASX code:GG1 Contact: Quentin Hill – Managing Director
Web: greengoldminerals.com.au Email: qhill@greengoldminerals.com
Not for release to US wire services or distribution in the United States
7 September 2026
Dear Optionholder
GREEN & GOLD MINERALS LIMITED (ASX:GG1) - Renounceable Entitlement Offer
On 7 September 2026, GREEN & GOLD MINERALS LIMITED ACN 603 812 997 (ASX:GG1)
(Company) announced that it would be offering eligible shareholders the opportunity to participate in
a pro rata renounceable entitlement offer to subscribe for 1 new fully paid ordinary share in the
Company (New Shares) for every 2 existing fully paid ordinary shares (Entitlement) in the Company
(Shares) held as at 7:00pm (AEST) on the record date (being Thursday, 10 September 2026)
(Record Date) at an issue price of $0.10 per New Share, to raise up to approximately $3,192,119
(before costs) (Entitlement Offer). The Entitlement Offer includes 1 free attaching option for every 2
New Shares, with an exercise price of $0.20, expiring 2.5 years from the date of issue (New
Options).
Eligible shareholders who have applied for their full Entitlement under the Entitlement Offer may apply
for further Shares (Top Up Shares) under a Top Up Offer, being an offer to eligible shareholders to
subscribe for New Shares and attaching New Options (in excess of their Entitlements) not subscribed
for by other eligible shareholders pursuant to the Entitlement Offer, subject to such applications being
received by the closing date of the Entitlement Offer (Top Up Offer). The issue price for each New
Share to be issued under the Top Up Offer is $0.10, being the price at which New Shares are being
offered under the Entitlement Offer. Any Shares to be issued pursuant to the Top Up Offer will be
allocated at the discretion of the Directors in consultation with the Lead Manager, pursuant to the
allocation policy outlined in the Company's Prospectus dated 7 September 2026 (Prospectus).
Any Shares which are not taken up in accordance with the Entitlement Offer or the Top Up Offer
(Shortfall Shares) may be placed by the Company (in consultation with the Lead Manager) within
three months of the closing date at the price at which New Shares were offered under the Entitlement
Offer (together with the Entitlement Offer and Top Up Offer, the Offers). The Company intends to
apply the allocation policy outlined in the Prospectus.
Assuming no options are exercised before the Record Date, up to approximately 31,921,188 New
Shares and up to approximately 15,960,594 New Options will be issued under the Offers.
As a renounceable offer, rights under the Offers are tradeable on the ASX.
New Shares will rank equally with the Company's existing Shares. The Company also intends to apply
for quotation of the New Options on ASX, subject to ASX approval.
The Offers are lead managed by Mahe Capital Pty Ltd (Mahe), in consideration for which the
Company will issue Mahe up to 6,384,238 Lead Manager Options, under the same terms of the New
Options, as well as other consideration set out in the Prospectus.
Eligible Shareholders
Only shareholders with a registered address in Australia and New Zealand will be eligible to
participate in the Offers (Eligible Shareholders).
Purpose of Offers
The proceeds of the Offers will be applied to exploration of the Company's Herberton Conductor
Metals Project and Chillagoe Gold Project, including Mt Wandoo, as well as covering the costs of the
Offers. Remaining capital will be apportioned to general working capital. Refer to the Prospectus for
further details.
Indicative Timetable
The timetable for the Offers is as follows:
Event Date*
Announcement of Entitlement Offer on the ASX
Lodgement of Prospectus with ASIC and ASX
Lodgement of Appendix 3B on ASX
(before market open)
Monday, 7 September
2026
Ex Date
Rights trading commences
Wednesday, 9 September
2026
Record Date
7pm (Sydney time)
Thursday, 10 September
2026
Prospectus with Entitlement and Acceptance Form dispatched to Eligible
Shareholders
Opening Date
Tuesday, 15 September
2026
Rights trading ends
Wednesday, 23
September 2026
Securities quoted on a deferred settlement basis
Thursday, 24 September
2026
Last day to extend the Closing Date
(before 12:00pm AEST)
Friday, 25 September
2026
Closing Date
5pm (Sydney time)
Wednesday, 30
September 2026
Announcement of results of the Entitlement Offer
New Shares and New Options under the Entitlement Offer issued
Appendix 2A lodged with ASX applying for quotation of New Shares
Holding statements sent
Before 12.00pm (Sydney
time)
Wednesday, 7 October
2026
Trading in New Shares commences* Thursday, 8 October 2026
*All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with ASIC and ASX) are
indicative only. The Directors may extend the Closing Date in respect of the Entitlement Offer and Top Up Offer by giving at
least 3 Business Days' notice to ASX prior to the Closing Date. As such, the date the Shares issued under the Offers are
expected to commence trading on ASX may vary.
Capital structure
The share capital structure of the Company on completion of the Offers will be as follows:
Securities Number
Current capital structure
Existing Shares 63,842,375
Existing Options 2,833,812
Existing Performance Rights 280,000
Securities under the Offers
Maximum New Shares to be issued pursuant to the Offers 31,921,188
Maximum New Options to be issued pursuant to the Offers 15,960,594
Maximum Lead Manager Options to be issued pursuant to the Offers 6,384,238
Maximum Securities on issue after the Offers
Shares 95,763,563
Options 25,178,644
Performance Rights 280,000
Prospectus
The Offers will be made by way of a Prospectus (Prospectus). The Prospectus will be available on
the Company’s website at www.greengoldminerals.com.au and on the ASX website at
www.asx.com.au from 7 September 2026 and sets out full details of Offers, and how to participate.
Eligible Shareholders should read the Prospectus in full and consider the Prospectus carefully before
deciding whether to participate in the Offers and consult with their professional advisors if they have
any queries.
Optionholders
There is no obligation for you to exercise your existing options. This letter is intended to inform you of
your rights in relation to your options and the Offers. If you do not wish to participate in the Offers, no
action is required.
The purpose of this letter is to notify you, as an optionholder of the Company, that if you wish to
participate in the Offers in respect of the shares underlying your options, you must exercise your
options before the Record Date.
If you require an option exercise form, please contact the Company.
On behalf of the Board and management of the Company, I would like to thank you for your continued
support.
Yours sincerely
Mr Anthony Bellas
Non-Executive Chair
Authorised for release by the Green & Gold Minerals Limited.
This letter is not a prospectus or offering document under Australian law or under any other law and has not been and will not
be filed or lodged with or approved by the Australian Securities and Investments Commission or any other regulatory authority
in Australia or any other jurisdiction. No action has been or will be taken to register, qualify or otherwise permit a public offering
of the New Shares in any jurisdiction outside Australia and New Zealand. This letter is for information purposes only and does
not constitute or form part of an offer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or
sale of any New Shares or New Options in the Company. This letter does not and will not form any part of any contract for the
acquisition of entitlements or New Shares or New Options in the Company.
This letter may not be released or distributed in the United States. This letter does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be
illegal. The New Shares and New Options have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly,
the New Shares and New Options may not be offered or sold in the United States except in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other
jurisdiction of the United States.
The provision of this document is not, and should not be considered as, financial product advice. The information in this
document is general information only, and does not take into account your individual objectives, taxation position, financial
situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other
professional advisor.
IMPORTANT NOTICE TO NOMINEES
Because of legal restrictions, you must not send copies of this letter nor any material relating to the Offers to any of your clients
(or any other person) acting for the account or benefit of any person in any other jurisdiction outside of Australia and New
Zealand. Failure to comply with these restrictions may result in violations of applicable securities laws.
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