E2 Metals : Notice of General Meeting/Proxy

28 March 2022

Dear Shareholder

Re: Notice of General Meeting on Thursday, 28 April 2022 at 12.00 noon (Melbourne time)

Notice is hereby given that the General Meeting of Shareholders of E2 Metals Limited ("Company") will be held virtually via a webinar conferencing facility at 12.00 noon (Melbourne time) on Thursday, 28 April 2022 ("General Meeting", "GM" or "Meeting").

In accordance with the Treasury Laws Amendment (2021 Measures No.1) Act 2021, the Company will not be despatching physical copies of the Notice of Meeting. Instead, the Notice of Meeting and accompanying explanatory statement ("Meeting Materials") are being made available to shareholders electronically. This means that:

•  You can access the Meeting Materials online at the Company's websitehttps://e2metals.com.au/ (Investors > Announcements tab) or at or at the Company's share registry's online voting site.

•  A complete copy of the Meeting Materials has been posted to the Company's ASX Market announcements page atwww.asx.com.auunder the Company's ASX code "E2M".

•  If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online athttps://www.linkmarketservices.com.au/.If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry, Link Market Services, onhttps://www.linkmarketservices.com.au/ or by phone on 1300 554 474 (toll free within Australia) between 8.30am and 7.30pm Monday to Friday, to obtain a copy.

You are invited to register in advance for the Meeting throughhttps://us02web.zoom.us/webinar/register/WN_Z31gKsEaSiaNWn_1EfyLBg following which you will receive a confirmation email containing information about joining the Meeting. Even if you plan to participate online, we encourage all shareholders to cast proxy votes beforehand and to lodge questions in respect of the GM resolutions ahead of the meeting [e-mail] questions and casting your proxy vote ahead of the Meeting will not prevent you from attending online.

Yours sincerely,

Melanie Leydin Company Secretary

E2 METALS LIMITED

ACN 116 865 546

Notice of General Meeting

Explanatory Statement and Proxy Form

Date of Meeting:

Thursday, 28 April 2022

Time of Meeting: 12.00pm (AEST)

The General Meeting of the Company (Meeting) will be held virtually via a video conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual Meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brough to the Corporations Act 2001 (Cth) which provide for permanent relief for companies and use electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory Statement (GM Materials) will be circulated, unless shareholders have elected to receive the GM Materials in paper form. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company's website(https://e2metals.com.au/announcements/.

Page | 1

E2 METALS LIMITED

ACN 116 865 546

Registered office: Level 4, 100 Albert Road, South Melbourne VIC 3205

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting (GM or Meeting) of shareholders of E2 Metals Limited (the Company) will be held by video-conferencing facility on Thursday, 28 April 2022 at 12.00pm (AEST).

As a COVID Safe measure, the Meeting is being held virtually for the health and safety of members and personnel, and other stakeholders. The Company intends to conduct a poll on the resolutions in the Notice using the proxies filed prior to the Meeting. Shareholders are therefore encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form.

Shareholders attending the GM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions. The virtual meeting can be attended using the following details:

When:

Thursday, 28 April 2022 at 12.00pm (AEST)

Topic:

E2M General Meeting

Register in advance for the virtual meeting:https://us02web.zoom.us/webinar/register/WN_Z31gKsEaSiaNWn_1EfyLBg

After registering, you will receive a confirmation email containing information about joining the meeting. The Company strongly recommends its shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

The Company is happy to accept and answer questions submitted prior to the meeting by email [e-mail] Company will address relevant questions during the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

Any shareholders who wish to attend the GM online should therefore monitor the Company's website and its ASX announcements for any updates about the GM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: E2M) and on its website athttps://e2metals.com.au/.

AGENDA

The Explanatory Statement and Proxy Form which accompany and form part of this Notice, includes defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement, and the Proxy Form in their entirety.

ORDINARY BUSINESS

Resolution 1: Ratification of prior issue of Tranche 1 Placement Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 7.4 and for all other purposes, shareholders approve the issue of 22,570,681 fully paid ordinary shares, at an issue price of $0.175 (17.50 cents) each, to institutional and sophisticated investors on 23 March 2022, as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 2: Approval of Issue of Tranche 2 Placement Shares

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the proposed issue of 26,000,429 fully paid ordinary shares, at an issue price of $0.175 (17.50 cents) each, to institutional and sophisticated investors, as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 3: Approval of Issue of Placement Options

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, shareholders approve the proposed issue of up to 24,285,555 unquoted Options, exercisable at $0.26 (26 cents) each and expiring on 31 March 2024, attached to Tranche 1 and Tranche 2 Placement Shares, to institutional and sophisticated investors, as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 4: Approval of Issue of Brokers Options

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the of 2,914,266 Brokers Options, exercisable at $0.26 (26 cents) each and expiring on 31 March 2024, to Taylor Collison Limited and Sprott Capital Partners LP (or their nominees), as described in the Explanatory Statement which accompanies and forms part of this Notice."

By order of the Board

Melanie Leydin Company Secretary 29 March 2022

Notes

• 1. Entire Notice: The details of the resolutions contained in the Explanatory Notes accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

• 2. Record Date: The Company has determined that for the purposes of the General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on the date 48 hours before the date of the General Meeting. Only those persons will be entitled to vote at the General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

• 3. Proxies

  • a. Votes at the General Meeting may be given personally or by proxy, attorney or representative.

  • b. Each shareholder has a right to appoint one or two proxies.

  • c. A proxy need not be a shareholder of the Company.

  • d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its Constitution or the Corporations Act.

  • e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.

  • f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.

  • g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation's constitution and Corporations Act.

  • h. To be effective, proxy forms must be received by the Company's share registry (Link Market Services Limited) no later than 48 hours before the commencement of the General Meeting, this is no later than 12.00pm (AEST) on Tuesday, 26 April 2022. Any proxy received after that time will not be valid for the scheduled meeting.

• 4. Corporate Representative

  Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority must be sent to the Company and/or registry in advance of the Meeting or be sent to the Company Secretary when registering as a corporate representative.

• 5. Voting Exclusion Statement:

  Resolution 1

  The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who participated in the issue of shares and any associates of those persons.

  However, this does not apply to a vote cast in favour of this Resolution by:

  • (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

    • a. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

    • b. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

  Resolution 2

  The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) and any associates of those persons.

  However, this does not apply to a vote cast in favour of this Resolution by:

  • (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

    • a. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

    • b. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Page | 4