Alba Mineral Resources : 2021 AGM Circular (Letter to Shareholders)

LETTER FROM THE CHAIRMAN

Alba Mineral Resources plc

(Registered in England and Wales with company number 05285814)

Directors:	Registered Office:
George Frangeskides (Executive Chairman)	6th Floor
Michael Nott (Non-Executive Director)	60 Gracechurch St
Lars Brunner (Non-Executive Director)	London EC3V 0HR
Elizabeth Henson (Non-Executive Director)
26 May 2021
Notice of Annual General Meeting
Dear Shareholders,

1 INTRODUCTION

The purpose of this document is to provide you with details of certain matters to be considered at the annual general meeting of the Company to be held at 11.00 a.m. on 18th June 2021 ("Annual General Meeting" or "AGM"). This document also sets out why the Directors consider the resolutions to be proposed at the Annual General Meeting ("Resolutions") to be in the best interests of the Company and its shareholders as a whole and to recommend that shareholders vote in favour of the Resolutions.

Our preference had been to welcome shareholders in person to our 2021 Annual General Meeting, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, at present, due to ongoing UK Government's restrictions on public and indoor gatherings, we are asking Shareholders not to attend the venue in person. Unless our guidance changes (by our releasing updated guidance to Shareholders via an RNS announcement), Shareholders that do attempt to attend the venue for the Annual General Meeting may not be permitted entry, in accordance with the Government guidance and the

venue's own COVID-relatedmeasures. Therefore, we strongly encourage you to consider ensuring your vote is counted by submission of a proxy form in accordance with the notes set out within the Notice of Meeting. All shareholders are urged to appoint the Chairman of the meeting as their proxy, with voting instructions, as any other proxy appointed may not be able to access the venue for the reasons stated above.

Should you wish to raise any questions ahead of the AGM, please do so via email to the Company Secretary at [e-mail] to regulatory requirements, we will endeavour to respond to all questions received by 5pm on 11th June 2021 with the Q&A being published on the Company website prior to the AGM. In addition, please note that there will be a Shareholder Update Presentation held prior to the AGM, the details of which will be announced nearer the time.

2 EXPLANATORY NOTES

Enclosed with this letter is a notice convening the Annual General Meeting of the Company to be held at 11.00 a.m. on 18th June 2021 which sets out the Resolutions to be proposed at that meeting. By way of explanation:

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ORDINARY BUSINESS

Resolution 1

This Resolution, which is required to be put to the Annual General Meeting, seeks to receive and adopt the report of the directors and the financial statements for the period ended 30 November 2020 and the report of the auditors thereon. A copy of the Report and Consolidated Financial Statements for the year ended 30 November 2020 is enclosed.

Resolution 2

This Resolution seeks the re-appointment of Michael Nott as a director of the Company in accordance with Article 71 of the Company's Articles of Association.

Resolutions 3 and 4

In accordance with Article 69 of the Company's Articles of Association, both Lars Brunner and Elizabeth Henson, having been appointed during the year, offer themselves for reappointment as directors of the Company.

Resolution 5

This Resolution seeks to re-appoint Nexia Smith & Williamson as auditors to hold office from the conclusion of the Annual General Meeting until the conclusion of the next general meeting of the Company at which the accounts are laid before members and to authorise the directors to determine their remuneration.

SPECIAL BUSINESS

Resolution 6

As required by the Companies Act 2006 (the "Act"), this Resolution, to be proposed as an Ordinary Resolution, relates to the grant to the Directors of authority to allot unissued Ordinary Shares until the conclusion of the Annual General Meeting to be held in 2022, unless the authority is renewed or revoked prior to such time. If approved, this authority is limited to a maximum of approximately 72 per cent. of the current issued share capital of the Company as at the date of this notice.

In order to enable the Company to take advantage of opportunities that may arise in the sector in which it operates, the Board believes it is important to put in place further authorities now to enable it to raise funds through the allotment of shares at short notice. Passing this Resolution will retain the Directors' flexibility to act in the best interests of the Company and shareholders, so that when opportunities that benefit the Company arise, the Directors can issue new Ordinary Shares without the need to incur the cost and delay of convening a general meeting of the Company to seek specific authority for each allotment.

Resolution 7

The Act requires that if the Directors decide to allot unissued Ordinary Shares in the Company, the shares proposed to be issued be first offered to existing shareholders in proportion to their existing holdings in accordance with the provisions of Section 561(1) of the Act. This is known as shareholders' pre-emption rights. However, to act in the best interests of the Company the Directors may require flexibility to allot shares for cash on a non pre-emptive basis. Therefore, this Resolution, to be proposed as a Special Resolution, seeks authority to enable the Directors to allot equity securities on a non pre-emptive basis up to a maximum of approximately 72 per cent. of the current issued share capital of the Company as at the date of this notice. This authority expires at the conclusion of the Annual General Meeting to be held in 2022.

In proposing this Resolution, the Directors consider that it is in the best interests of the Company and shareholders that the Directors retain their flexibility to allot some shares without having to offer them to existing Shareholders first.

Resolution 8

It is proposed in this resolution to adopt new Articles of Association (the "New Articles") in order to update the Company's current Articles of Association (the "Current Articles"). The

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principal changes proposed to be incorporated in the New Articles are summarised below and reflect developments in market practice as regards electronic meetings, particularly in light of the recent COVID-19 epidemic.

Virtual/hybrid general meetings: The New Articles permit the Company to hold general meetings where Shareholders are not required to attend in person but may participate virtually. A meeting can be wholly virtual if attendees are in a separate location or a "hybrid" whereby some attendees are based in a single main location and others attend electronically. This will make it easier for Shareholders to take part in future general meetings, particularly where the Company is unable to hold a physical meeting. Amendments have been made to reflect this change throughout the New Articles.

Postponement of general meetings: The New Articles permit the Directors of the Company to postpone a general meeting where a notice of the general meeting has been sent to Shareholders. This change will allow the Directors to postpone a general meeting because of unforeseen circumstances. Once a general meeting has been postponed, the Directors will be permitted to hold the general meeting at a different time or place or by an alternative electronic facility.

The remaining changes are to bring the articles up to date with current legal requirements and best practice.

A copy of the proposed new articles of association (including a marked-up version showing the proposed amendments) will be available for perusal on the Company's website from the date of this Notice until the commencement of the AGM. To access the documents, please go to go to www.albamineralresources.comand click on "Investor Relations" and then "Other Corporate Documents".

3 ACTION TO BE TAKEN BY SHAREHOLDERS IN RESPECT OF THE AGM Shareholders will find enclosed with this document a Form of Proxy for use at the Annual General Meeting. Whether or not you propose to attend the Annual General Meeting in person, you are encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed on it as soon as possible, but in any event so as to be received by no later than 11.00 a.m. on 16th June 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the Annual General Meeting in the event of your absence. The completion and return of the Form of Proxy will not in itself prevent you from attending and voting at the Annual General Meeting, or any adjournment thereof, in person. However, in the present circumstances, and for the reasons stated above, in order to ensure that the Annual General Meeting may be held in a COVID-safemanner Shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy to exercise all or part of their rights to vote on their behalf at the Meeting and to ensure that their votes are counted.

4 RECOMMENDATION

The Directors believe that the Resolutions to be considered at the Annual General Meeting are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do (or procure be done) in respect of their own beneficial holdings totalling 90,280,520 Ordinary Shares, representing approximately 1.45 per cent. of the voting rights of the Company.

Yours faithfully

George Frangeskides

Executive Chairman

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