Metro Mining : AGM Notice of Meeting

29 April 2022

Dear Shareholders

On behalf of the Board, I am pleased to invite you to the 2022 Annual General Meeting (Meeting) of Metro Mining Limited (Company or Metro) to be held at 11.00am AEST on Tuesday, 31 May 2022 at the offices of KPMG, Level 16, Riparian Plaza, 71 Eagle Street, Brisbane.

The Company and the Board are very aware of the current circumstances resulting from COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. The Board has, in this instance, made the decision that it will hold a physical Meeting with appropriate social gathering and physical distancing measures in place to comply with any State and Federal Governments' current restrictions for physical gatherings.

At the Meeting, I will present your Company's annual report for the financial year ended 31 December 2021 along with an overview of our important achievements during the year and update you on our vision, strategy and priorities for the coming year.

The enclosed Notice of Meeting includes a Shareholder voting form which has instructions on how you can lodge your vote, or appoint a proxy to vote on your behalf, should you be unable to attend the Meeting in person.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting, please contact the Company Secretary via [e-mail].

Circumstances relating to COVID-19 are changing rapidly. The Company will update Shareholders if changing circumstances will impact the planning or arrangements for the Meeting by way of announcement on ASX and the Company's website atwww.metromining.com.au.

We look forward to your participation in the Meeting.

Yours faithfully

Douglas Ritchie Chairman

Metro Mining Limited

Notice of Annual General Meeting and Explanatory Memorandum

Metro Mining Limited ACN 117 763 443

Date of Meeting:	Tuesday, 31 May 2022
Time of Meeting:	11.00am AEST
Place of Meeting:	Offices of KPMG, Level 16, Riparian Plaza, 71 Eagle
Street, Brisbane

Notice of Annual General Meeting Metro Mining Limited ACN 117 763 443

Notice is given that the Annual General Meeting of Metro Mining Limited ACN 117 763 443 (Company or Metro) will be held at:

Location	Offices of KPMG, Level 16, Riparian Plaza, 71 Eagle Street, Brisbane
Date	Tuesday, 31 May 2022
Time	11.00am AEST

Ordinary business

Financial statements and reports

To consider and receive the financial statements, the Directors' report and the auditor's report for the financial year ended 31 December 2021.

Resolution1:Adoption of Remuneration Report

To consider and, if in favour, pass the following Resolution in accordance with section 250R(2) of the Corporations Act:

1

'That the Remuneration Report for the financial year ended 31 December 2021 be adopted.'

Note: This Resolution is advisory only and does not bind the Company or the Directors. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to Resolution1.

Resolution2:Re-election of Mr Mark Sawyer as a Director

To consider and, if in favour, pass the following Resolution as an ordinary resolution:

2

'That Mr Mark Sawyer, who retires by rotation in accordance with article 38.1(c) of Metro's Constitution, and being eligible, be re-elected as a Director of Metro.'

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Mr Sawyer abstaining) recommend that you vote in favour of Resolution2.

Resolution3:Re-election of Ms Fiona Murdoch as a Director

To consider and, if in favour, pass the following Resolution as an ordinary resolution:

3

'That Ms Fiona Murdoch, who retires by rotation in accordance with Listing Rule 14.4 and articles 38.1(a) and 38.6 of Metro's Constitution, and being eligible, be re-elected as a Director of Metro.'

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Ms Murdoch abstaining) recommend that you vote in favour of Resolution3.

Resolution4:Election of Mr Douglas Ritchie as a Director

To consider and, if in favour, pass the following Resolution as an ordinary resolution:

4

'That Mr Douglas Ritchie, who retires in accordance with Listing Rule 14.4 and articles 36.2 and 38.1(b) of Metro's Constitution, and being eligible, be elected as a Director of Metro.'

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Mr Ritchie abstaining) recommend that you vote in favour of Resolution4.

Resolution5:Election of Mr Andrew Lloyd as a Director

To consider and, if in favour, pass the following Resolution as an ordinary resolution:

5

'That Mr Andrew Lloyd, who retires in accordance with Listing Rule 14.4 and articles 36.2 and 38.1(b) of Metro's Constitution, and being eligible, be elected as a Director of Metro.'

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Mr Lloyd abstaining) recommend that you vote in favour of Resolution5.

Resolution6:Grant of Performance Rights to Mr Douglas Ritchie (Chairman)

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

6

'That, for the purposes of Listing Rule 10.11 and for all other purposes, the grant of 4,469,697 Performance Rights to Mr Douglas Ritchie (or his nominee), in lieu of his Director's fees, and otherwise on the terms and conditions described in the Explanatory Memorandum, be approved.'

Note: This Resolution is subject to voting restrictions. Please refer to the voting exclusion statement in respect of Resolution6below.

The Directors (with Mr Ritchie abstaining) recommend that you vote in favour of Resolution6.

Resolution7:Grant of Performance Rights to Mr Simon Wensley (CEO)

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

7

'That, for the purposes of Listing Rule 10.11 and for all other purposes, the grant of 6,455,438 Performance Rights to Mr Simon Wensley (or his nominee), in lieu of part of his CEO's remuneration, and otherwise on the terms and conditions described in the Explanatory Memorandum, be approved.'

Note: This Resolution is subject to voting restrictions. Please refer to the voting exclusion statement in respect of Resolution7below.

The Directors (with Mr Wensley abstaining) recommend that you vote in favour of Resolution7.

Resolution 8: Grant of Performance Rights to Mr Andrew Lloyd (Non-executive Director)

8

'That, for the purposes of Listing Rule 10.11 and for all other purposes, the grant of 1,425,546 Performance Rights to Mr Andrew Lloyd (or his nominee), in lieu of part of his Director's fees, and otherwise on the terms and conditions described in the Explanatory Memorandum, be approved.'

Note: This Resolution is subject to voting restrictions. Please refer to the voting exclusion statement in respect of Resolution 8 below.

The Directors (with Mr Lloyd abstaining) recommend that you vote in favour of Resolution 8.

Resolution 9: Grant of Performance Rights to Mr Simon Wensley (CEO) - 2021 STI and LTI

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

9

'That, for the purposes of Listing Rule 10.14 and for all other purposes, the grant of up to 9,450,000 Performance Rights to Mr Simon Wensley (or his nominee) under the Company's employee incentive scheme titled '2020 Employee Incentive Plan' for the financial year ended 31 December 2021, and otherwise on the terms and conditions described in the Explanatory Memorandum, be approved.'

Note: This Resolution is subject to voting restrictions. Please refer to the voting exclusion statement in respect of Resolution 9 below.

The Directors (with Mr Wensley abstaining) recommend that you vote in favour of Resolution 9.

Resolution 10: Ratification of issue of Placement Shares

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

10

'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the previous issue of 208,518,815 Metro Shares at issue price of $0.016 per Metro Share, to those recipients identified in, and otherwise on the terms and conditions set out in, the Explanatory Memorandum.'

The Directors unanimously recommend that you vote in favour of Resolution 10.

Resolution 11: Approval of issues of Equity Securities pursuant to employee incentive scheme

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

11

'That, for the purposes of Listing Rule 7.2 (Exception 13) and for all other purposes, the Company be authorised to issue Equity Securities pursuant to the Company's employee incentive scheme titled '2020 Employee Incentive Plan', the details of which are set out in the Explanatory Memorandum, as an exception to Listing Rule 7.1.'

Note: This Resolution is subject to voting restrictions. Please refer to the voting exclusion statement in respect of Resolution11below.

The Directors unanimously recommend that you vote in favour of Resolution 11.

Resolution 12: Approval of additional 10% placement capacity under Listing Rule 7.1A

To consider and, if in favour, to pass the following Resolution as a special resolution:

12

'That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve Metro having the additional capacity to issue Equity Securities up to 10% of the issued capital of Metro (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.'

Note: Information about this Resolution appears in the Explanatory Memorandum.

The Directors unanimously recommend that you vote in favour of Resolution 12.

Dated: 29 April 2022

By order of the Board