Metro Mining : EGM Notice of Meeting

Notice of General Meeting and Explanatory Memorandum

Metro Mining Limited ACN 117 763 443

Date of Meeting: Monday, 29 May 2017 Time of Meeting: 2:00 PM (Brisbane time) Place of Meeting: HopgoodGanim Lawyers

Level 7 Waterfront Place 1 Eagle Street

Brisbane QLD 4000

Notice of Meeting - Metro Mining Ltd [Lodgement version]

Notice is hereby given that a General Meeting of shareholders of Metro Mining Limited

ACN 117 763 443 (Metro Mining or Company) will be held on Monday, 29 May 2017 at the offices of HopgoodGanim Lawyers, Level 7 Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 commencing at 2:00 PM (Brisbane time).

Terms used in this Notice of Meeting are defined in Section 0 of the accompanying Explanatory Memorandum.

The Explanatory Statement and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting.

Agenda

The agenda for the meeting is as follows:

1. Opening of meeting.

2. Ratification of previous issues of Securities (see Resolution 1).

3. Issue of Options and Performance Rights to Managing Director (see Resolution 2).

4. Issue of Shares under new Employee Incentive Plan (see Resolution 3).

5. Other business.

6. Close of meeting.

   Ordinary business
7. Resolution 1: Ratification of previous issue of Securities

   To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

   "That in accordance with the provisions of Listing Rule 7.4, and for all other purposes, the Shareholders ratify the previous issue of:

8. 120,470,766 Shares under the Company's Listing Rule 7.1 capacity;

9. 4,000,000 Options under the Company's Listing Rule 7.1 capacity; and

10. 53,746,302 Shares under the Company's Listing Rule 7.1A capacity,

    to exempt investors under Section 708 of the Corporations Act (Placees) on such terms as described in the Explanatory Memorandum accompanying this Notice of Meeting"

    Voting exclusion statement

    The Company will disregard any votes cast on this Resolution by:

11. the Placees; and

12. any associate of the Placees.

    However, the Company need not disregard a vote if:

13. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

14. it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

15. Resolution 2 - Issue of Options and Performance Rights to the Managing Director, Mr Simon Finnis, under Chapter 2E of the Corporations Act and LR 10.11

    To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That in accordance with Listing Rule 10.11 and for the purposes of Part 2E of the Corporations Act and for all other purposes the Company be authorised to issue:

16. 545,000 Options exercisable at $0.137 per Option and expiring on 7 April 2019; and

17. 814,348 Performance Rights,

    to the Managing Director, Mr Simon Finnis, who is a Related Party of the Company as described in the Explanatory Memorandum."

    A copy of this Notice of Meeting and the accompanying Explanatory Memorandum has been lodged with the Australian Securities & Investments Commission in accordance with section 218 of the Corporations Act. Terms used in this Notice of Meeting are defined in Section 0 of the accompanying Explanatory Memorandum.

    Voting Exclusion Statement

    In accordance with Listing Rule 14.11, the Company will disregard any votes cast on this Resolution by:

18. Simon Finnis; and

19. Any associate of Simon Finnis.

    However, the Company need not disregard a vote if:

20. It is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions in the proxy form; or

21. It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

22. Resolution 3 - Approval to issue securities under the Employee Share Option Plan

23. To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

    "That, for the purposes of Exception 9 of Listing Rule 7.2 and for all other purposes, the Company is authorised to issue securities under the Employee Incentive Plan (EIP) as an exception to Listing Rules 7.1 and 7.1A, on the terms and conditions described in the Explanatory Memorandum."

    Terms used in this Notice of Meeting are defined in Section 0 of the accompanying Explanatory Memorandum.

    Voting Exclusion Statement

    The Company will disregard any votes cast on this Resolution by:

24. a Director who is eligible to participate in the EIP; and

25. any associate of such a Director.

    However, the Company need not disregard a vote if:

26. it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

27. it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Voting Restriction pursuant to Section 250BD of the Corporations Act

As Resolution 3 is a resolution connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to section 250BD of the Corporations Act, a vote on Resolution 3 must not be cast by:

1. any member of the Key Management Personnel for the Company (or, if the Company is a consolidated entity, for the entity);or

2. a Closely Related Party of such Key Management Personnel,

who is appointed as a Shareholder's proxy, on the basis of that appointment, where the Shareholder does not specify in writing the way the proxy is to vote on the Resolution.