ANDEAN SILVER LIMITED — Proxy Solicitation & Information Statement 2023

May 11, 2023

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Mitre Mining Corporation Limited ACN 645 578 454

Notice of General Meeting

Time and date: Monday, 19 June 2023 at 10:00am (AWST) In-person: Quest Kings Park, 54 Kings Park Road, West Perth, WA 6005

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 8 6243 6542.

Shareholders are urged to vote by lodging the Proxy Form

Mitre Mining Corporation Limited ACN 645 578 454 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of Mitre Mining Corporation Limited will be held at Quest Kings Park, 54 Kings Park Road, West Perth, WA 6005 at 10:00am (AWST) on Monday, 19 June 2023 ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 17 June 2023 at 5.00pm (AWST).

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

Resolution 1– Renewed Approval of Employee Securities Incentive Plan

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

‘That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the existing employee incentive scheme of the Company known as the "Employee Securities Incentive Plan" and the issue of Securities under that Plan, on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Approval of issue of Consultant Performance Rights

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

‘That, subject to Resolution 1 being passed, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 9,250,000 Consultant Performance Rights under the Plan as follows:

• (a) 3,750,000 Consultant Performance Rights to Mr Michael Naylor (or his nominees); and

• (b) 5,500,000 Consultant Performance Rights to Mr Stephen Parsons (or his nominees),

• on the terms and conditions in the Explanatory Memorandum.’

Resolution 3 – Approval of issue of Director Performance Rights

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

‘That, subject to Resolution 1 being passed, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 2,000,000 Performance Rights to Mr Raymond Shorrocks (or his nominees) under the Plan, on the terms and conditions in the Explanatory Memorandum.’

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 1 : by or on behalf of a person who is eligible to participate in the Plan, or any of their respective associates.

• (b) Resolution 2(a) : by or on behalf of the Mr Michael Naylor (and his nominees), or any person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue of these Consultant Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (c) Resolution 2(b) : by or on behalf of the Mr Stephen Parsons (and his nominees), or any person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue of these Consultant Performance Rights (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• (d) Resolution 3 : by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as 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;

• (b) the Chair 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:

• (i) 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

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

Voting prohibitions

Resolution 1 and Resolution 3 : In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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BY ORDER OF THE BOARD

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Raymond Shorrocks Interim Executive Director Mitre Mining Corporation Limited Dated: 9 May 2023

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Mitre Mining Corporation Limited ACN 645 578 454

(Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Quest Kings Park, 54 Kings Park Road, West Perth, WA 6005 on Monday, 19 June 2023 at 10:00am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolution will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolution:

Section 3	Action to be taken by Shareholders
Section 4	Resolution 1 – Renewed Approval of Employee Securities Incentive Plan
Section 5	Resolution 2 – Approval of issue of Consultant Performance Rights
Section 6	Resolution 3 – Approval of issue of Director Performance Rights
Schedule 1	Definitions
Schedule 2	Terms and conditions of Consultant Performance Rights
Schedule 3	Terms and conditions of Director Performance Rights
Schedule 4	Valuation of Director Performance Rights
Schedule 5	Summary of terms and conditions of Employee Securities Incentive Plan

A Proxy Form is made available at the end of the Explanatory Memorandum.

2.

Conditional Resolutions

As at the date of this Notice, the Company does not have the requisite capacity under the Plan to issue the Consultant Performance Rights, the subject of Resolution 2, or the Director Performance Rights, the subject of Resolution 3.

Accordingly, Resolution 2 and Resolution 3 are conditional on the passing of Resolution 1, meaning that if Resolution 1 is not approval by the requisite majority of Shareholders' votes at the Meeting, neither Resolution 2 or Resolution 3 will take effect or be completed pursuant this Notice.

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3. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolution.

3.1

Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

• 3.2

Voting by proxy

A Proxy Form is made available with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (b) the appointed proxy is not the chair of the meeting;

• (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA

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on the resolution; and

• (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Your proxy voting instruction must be received by 10:00am (AWST) on Saturday, 17 June 2023, being not later than 48 hours before the commencement of the Meeting.

3.3

Chair's voting intentions

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 3, even though this Resolution is connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

3.4

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at admin@mitremining.com.au by 5.00pm (AWST) on 31 May 2023.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

4. Resolution 1 – Renewed Approval of Employee Securities Incentive Plan

4.1

General

The Company considers that it is desirable to maintain an employee incentive scheme pursuant to which the Company can issue Equity Securities to attract, motivate and retain key Directors, employees and consultants and provide them with the opportunity to participate in the future growth of the Company.

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of the key terms and conditions of which is in Schedule 5. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

Since Shareholders approved the issue of up to 5,130,015 Equity Securities under the Plan at the annual general meeting held on 28 November 2022, the Company has issued 4,750,000

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Equity Securities and the Company is therefore seeking renewed approval at this Meeting for the purposes of Listing Rule 7.2, exception 13(b) to increase the maximum number of Equity Securities that can be issued under the Plan in reliance of Listing Rule 7.2, exception 13(b) to 20,850,000. If Shareholders also approve Resolution 2(a), Resolution 2(b) and Resolution 3, and the Company issues 11,250,000 Performance Rights under the Plan, the maximum Equity Securities which can be under the Plan in reliance of Listing Rule 7.2, exception 13(b) will be reduced to 9,600,000.

4.2 Listing Rules 7.1 and 7.2, exception 13(b)

A summary of Listing Rule 7.1 is set out in Section 5.3 above.

Listing Rule 7.2, exception 13(b) provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 1 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of three years up to a nominated maximum amount pursuant to Listing Rule 7.2, exception 13(b), without using the Company's 15% annual placement capacity under Listing Rule 7.1.

If Resolution 1 is not passed, the Company will not be able to issue up to 20,850,000 Equity Securities under the Plan to eligible participants over a period of three years up to the nominated maximum amount pursuant to Listing Rule 7.2, exception 13(b), without using the Company's 15% annual placement capacity under Listing Rule 7.1, and Resolution 2 and Resolution 3 will have no effect.

4.3 Specific Information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the Plan:

• (a) The material terms of the Plan are summarised in Schedule 5.

• (b) Since the Plan was last approved by Shareholders on 28 November 2022, the Company has issued the following Equity Securities under the terms of the Plan:

Number of Equity Securities	Equity Security	Issue date
1,000,000	Performance Rights	23 March 2023
2,250,000	Shares	23 March 2023
1,500,000	Options	16 December 2022

Subject to Shareholder approval of Resolution 1, Resolution 2(a) and (b) and Resolution 3, the Company intends to issue a further 11,250,000 Performance Rights under the Plan to the Consultants and Director Raymond Shorrocks.

• (c) The maximum number of Equity Securities proposed to be issued under the Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 1 shall not exceed 20,850,000 (subject to adjustment in the event of a reorganisation of capital

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and further subject to applicable laws and the Listing Rules). The maximum number of Equity Securities which can be issued under the Plan following approval of Resolution 1 will be reduced by 11,250,000, subject to Shareholder approval of Resolution 2(a) and (b) and Resolution 3.

The maximum number of Equity Securities is not intended to be a prediction of the actual number to be issued under the Plan but is specified for the purpose of setting a ceiling in accordance with Listing Rule 7.2 exception 13(b). It is not envisaged that the maximum number of Equity Securities for which approval is obtained will be issued immediately.

(d) A voting exclusion statement is included in the Notice.

4.4

Additional information

Resolution 1 is an ordinary resolution.

The Board decline to make a recommendation in relation to Resolution 1 due to their personal interest in the outcome of the Resolution.

5. Resolution 2 – Approval of issue of Consultant Performance Rights

5.1 General

On 21 March 2023, the Company announced it had appointed Mr Stephen Parsons and Mr Michael Naylor (together, the Consultants ) pursuant to separate consultancy agreements ( Consultancy Agreements ) to provide management consultancy services to the Company, a summary of which is out in Section 5.2 ( Consultancy Services ).

In consideration for the Consultancy Services, the Company has agreed to issue the Consultants (or their respective nominees), up to 9,250,000 Performance Rights under the Plan and subject to Shareholder approval ( Consultant Performance Rights ), as follows:

Consultant	# of Consultant	Milestone	Expiry Date
	Performance Rights
Stephen Parsons	5,500,000	The Company’s 20-Day	5 years from the
Michael Naylor	3,750,000	VWAP equalling or exceeding $0.40	date of issue

The Consultant Performance Rights are subject to the terms and conditions in Schedule 2.

The Company is in an important stage of development with significant opportunities in both the near and long-term, and the Board has identified a need for expertise to drive current project opportunities and acquisition growth opportunities. The Consultants have the expertise to deliver this, and the proposed issue of the Consultant Performance Rights aims to align the efforts and interests of the Consultants with those of Shareholders.

The Consultant Performance Rights provide an entitlement to receive fully paid ordinary Shares in the Company on achieving the milestone set out above. The milestone has been developed to achieve growth in the Company’s Share price and the creation of Shareholder value. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company's available cash reserves.

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The Consultant Performance Rights are to be issued under the Company’s employee securities incentive plan titled the ‘Employee Securities Incentive Plan’ ( Plan ). A summary of the material terms of the Plan is in Schedule 5.

Resolution 2(a) and (b) seek Shareholder approval pursuant to Listing Rule 7.1 to issue the Consultant Performance Rights to the Consultants (or their respective nominees).

5.2 Summary of material terms of Consultancy Agreements

Pursuant the terms of the Consultancy Agreements, the Company has agreed to pay the Consultants (or their respective nominees):

Consultant	Consultancy fees	Shares	Consultant
	(pa excluding GST)	(issued 23/3/23)	Performance Rights
Stephen Parsons	$85,000	1,500,000	5,500,000
Michael Naylor	$85,000	750,000	3,750,000

The Consultancy Services include, but are not limited to:

• (a) the performance of management consulting services, including:

• (i) providing advice to the Board with ongoing management and strategy for existing and new projects;

• (ii) assistance with marketing strategy and input into presentations;

• (iii) attendance on an observer basis as requested at board meetings and other items as directed from the Chairman or Board; and

• (b) assistance in sourcing, identifying and commercial assessment of new project opportunities.

The Consultancy Agreements contain additional provisions, including warranties and indemnities in respect of the Company, which are considered standard for agreements of this nature.

5.3

Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 2(a) and (b) are passed, subject to the approval of Resolution 1, the Company will be able to proceed with the issue of the Consultant Performance Rights.

If Resolution 2(a) and (b) are not passed, the Company will not be able to proceed with the issue of the Consultant Performance Rights and will have to consider alternative commercial

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means to pay the Consultants for the Consultancy Services, which may include using the Company’s existing cash reserves.

5.4

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the issue of the Consultant Performance Rights:

• (a) The Consultant Performance Rights will be issued to the Consultants (or their respective nominees), none of whom are Directors of the Company or a related party of the Company. The Consultants are both Material Investors in the Company by virtue of being substantial Shareholders of the Company and advisors to the Company who will receive Securities in the Company which constitute more than 1% of the Company's anticipated capital structure at the time of issue.

• (b) A maximum of 9,250,000 Consultant Performance Rights will be issued to Messrs Steven Parsons and Michael Naylor (or their respective nominees) in the proportions set out in Section 5.1 above.

• (c) The Consultant Performance Rights are subject to the terms and conditions in Schedule 2.

• (d) The Consultant Performance Rights will be issued within 3 months after the date of the Meeting.

• (e) The Consultant Performance Rights are being issued as partial consideration for the Consultancy Services and are otherwise being issued for nil cash consideration. Accordingly, no funds will be raised by the issue of the Consultant Performance Rights.

• (f) A summary of the material terms of the Consultancy Agreements is set out in Section 5.2 above.

• (g) A voting exclusion statement is included in the Notice.

• 5.5

Additional information

Resolution 2(a) and Resolution 2(b) are ordinary resolutions. The Board recommends that Shareholders vote in favour of Resolution 2(a) and Resolution 2(b).

6. Resolution 3 – Approval of issue of Director Performance Rights

6.1

General

On 7 February 2023, the Company announced that Mr Raymond Shorrocks had been appointed as a Non-Executive Director of the Company with effect from 7 February 2023 and subsequently, on 3 April 2023, the Company announced that Mr Shorrocks had been appointed as Interim Executive Director of the Company, with effect from 1 April 2023.

In connection with Mr Shorrocks’ previous appointment as a Non-Executive Director, the Company agreed (amongst other things) to issue Mr Shorrocks (or his nominees) 2,000,000 Performance Rights under the Plan, subject to the prior receipt of Shareholder approval ( Director Performance Rights ).

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The Company is in an important stage of development with significant opportunities in both the near and long-term, and the Board has identified a need for expertise to drive current project opportunities and acquisition growth opportunities. Mr Shorrocks has the expertise to deliver this, and the proposed issue of the Director Performance Rights aims to align the efforts and interests of Mr Shorrocks with those of Shareholders.

The Director Performance Rights provide an entitlement to receive fully paid ordinary Shares in the Company achievement of the milestone. The milestone has been developed to achieve growth in the Company’s Share price and the creation of Shareholder value. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company's available cash reserves whilst assisting in recruiting Mr Shorrocks in a competitive market.

The Director Performance Rights will vest and otherwise be issued on the terms and conditions described in Schedule 3.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of the Director Performance Rights to Mr Shorrocks (or his nominees) under the Plan.

6.2

Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of its Shareholders:

• (a) a director of the entity (Listing Rule 10.14.1);

• (b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and

• (c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by Shareholders.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Performance Rights as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Director Performance Rights to Mr Shorrocks (or his nominees) will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1 or the maximum permitted number of Equity Securities issued under Listing Rule 7.2, exception 13(b).

Subject to the approval of Resolution 1, the effect of Shareholders passing Resolution 3 will be to allow the Company to issue the Director Performance Rights to Mr Shorrocks (or his nominees) under the Plan.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Director Performance Rights, and the Company will have to consider alternative commercial means to incentivise Mr Shorrocks.

6.3

Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Performance Rights:

• (a) The Director Performance Rights will be issued under the Plan to Mr Raymond Shorrocks (or his nominees).

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• (b) Mr Shorrocks falls into the category stipulated by Listing Rule 10.14.1 by virtue of being a Director of the Company.

• (c) A maximum of 2,000,000 Director Performance Rights will be issued to Mr Shorrocks (or his nominees).

• (d) The current total annual remuneration package for Mr Shorrocks as at the date of this Notice is:

Base salary and fees	Superannuation	Short term incentives1
$185,000	$19,425	$55,000

Notes:

1. Subject to achievement of KPIs as agreed with the Board and payable at the Board’s discretion.

2. (e) No Equity Securities have previously been issued under the Plan to Mr Shorrocks (or his nominees).

3. (f) The Director Performance Rights will be issued on the terms and conditions in Schedule 3.

4. (g) The Board considers that Performance Rights, rather than Shares or Options, are an appropriate form of incentive because they aim to align the remuneration of Mr Shorrocks with a goal of generating Shareholder wealth. Moreover, the Director Performance Rights have vesting conditions that are designed to be consistent with the Company’s strategic and business objectives.

5. (h) A summary of an independent valuation of the Director Performance Rights conducted using Monte Carlo simulation methodology is in Schedule 4.

6. (i) The Director Performance Rights will be issued to Mr Shorrocks (or his nominees) as soon as practicable following the Meeting and in any event not later than three years after the Meeting.

7. (j) The Director Performance Rights will be issued for nil cash consideration and will be provided as an incentive component to Mr Shorrocks’ remuneration package.

8. (k) A summary of the material terms of the Plan is in Schedule 5.

9. (l) No loan will be provided to Mr Shorrocks in relation to the issue of the Director Performance Rights.

10. (m) Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

11. (n) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

12. (o) A voting exclusion statement is included in the Notice.

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6.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Performance Rights constitutes giving a financial benefit to a related party of the Company.

The Board (other than Mr Raymond Shorrocks who has a personal interest in the outcome of this Resolution) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Performance Rights because the Director Performance Rights are considered by the Board as reasonable remuneration and therefore falls within the exception stipulated by section 211 of the Corporations Act.

6.5

Additional information

Resolution 3 is an ordinary resolution.

The Board (other than Mr Raymond Shorrocks who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of Resolution 3.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
AWST	means Western Standard Time, being the time in Perth, Western
	Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Closely Related Party	means: (a) a spouse or child of the member; or (b) has the meaning
	given in section 9 of the Corporations Act.
Company	means Mitre Mining Corporation Limited (ACN 645 578 454).
Consultancy Agreements	has the meaning given in Section 5.1 above.
Consultancy Services	has the meaning given in Section 5.1 above.
Consultant Performance	has the meaning given in Section 5.1 above.
Rights
Consultants	means Messrs Stephen Parsons and Michael Naylor.
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Director	means a director of the Company.
Director Performance	means the 2,000,000 Performance Rights to be issued to Mr Raymond
Rights	Shorrocks (or his nominees), the subject of Resolution 3.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons
	having authority and responsibility for planning, directing and controlling
	the activities of the Company, or if the Company is part of a
	consolidated entity, of the consolidated entity, directly or indirectly,
	including any Director (whether executive or otherwise) of the Company,
	or if the Company is part of a consolidated entity, of an entity within the
	consolidated group.
Listing Rules	means the listing rules of ASX.

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Material Investor	means, in relation to the Company:
	(a) a related party;
	(b) Key Management Personnel;
	(c) a substantial Shareholder;
	(d) an advisor; or
	(e) an associate of the above,
	who received or will receive Securities in the Company which constitute
	more than 1% of the Company's anticipated capital structure at the time
	of issue.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.
Option	means an option, giving the holder the right, but not an obligation, to
	acquire a Share at a predetermined price and at a specified time in the
	future.
Performance Right	means a right to acquire a Share subject to the satisfaction of a
	performance-based milestone.
Plan	means the Company’s employee securities incentive plan, a summary
	of which is in Schedule 5.
Proxy Form	means the proxy form made available with this Notice.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, Options
	and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
VWAP	means volume weighted average price.

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Schedule 2 Terms and conditions of Consultant Performance Rights

The following terms and conditions apply to each of the Consultant Performance Rights ( Performance Rights ):

1. Entitlement

At the discretion of the Board, each Performance Right, once vested, entitles the holder to receive cash to the value of one fully paid ordinary share in the capital of the Company ( Share ) or subscribe for one Share upon the exercise of each Performance Right.

2. Inconsistencies with the Plan

The Performance Rights are issued pursuant to the Company’s Employee Securities Incentive Plan. To the extent of any inconsistency with the terms of the Performance Rights and the Plan, the terms of the Performance Rights will prevail.

3. Quotation of Performance Rights

The Company will not apply for official quotation of the Performance Rights on ASX.

4. Issue Price

The Performance Rights will be issued for nil cash consideration.

5. Vesting Conditions

The Performance Rights will vest upon the price of the Company’s shares achieving a VWAP of $0.40 or above over a period of 20 consecutive trading days ( Vesting Condition ).

6.

Vesting

Subject to the satisfaction of the Vesting Condition on or before the Vesting Date, the Company will notify the holder in writing ( Vesting Notice ) within 5 Business Days of becoming aware that the relevant Vesting Condition has been satisfied.

7.

Expiry Date

The Performance Rights will expire and lapse at 5pm WST on the date which is 5 years after the date of issue of the Performance Rights ( Expiry Date ).

8. Exercise

At any time between receipt of a Vesting Notice and the Expiry Date (as defined in clause 7 above), the holder may apply to exercise Performance Rights by delivering a signed notice of exercise to the Company Secretary. The holder is not required to pay a fee to exercise the Performance Rights. As soon as practicable following receipt of a notice of exercise, the Company will notify the holder in writing as to its election to satisfy the exercise of Performance Rights through the issue of Shares or the payment of cash.

9. Election to pay cash

If the Performance Rights are satisfied through the payment of cash, the amount of cash payable will be calculated based on the “volume weighted average market price” (as that term is defined in the ASX Listing Rules) of the Company’s Shares over the 20 trading day period immediately preceding the date of exercise.

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10. Change of control

Unvested Performance Rights automatically vest and are automatically exercised upon the occurrence of a “Change of Control” occurring before the Expiry Date. A “Change of Control” will occur if a person who does not control the Company at the time the Performance Rights are issued achieving control of more than 50% of the ordinary voting securities in the Company.

11. Issue of Shares

As soon as practicable after the valid exercise of a vested Performance Right, the Company will:

• (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

• (b) issue a substitute Certificate for any remaining unexercised Performance Rights held by the holder;

• (c) if required, and subject to clause 12, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

12. Restrictions on transfer of Shares

If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

13. Ranking

All Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with other Shares.

14. Transferability of the Performance Rights

The Performance Rights are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

15. Dividend rights

A Performance Right does not entitle the holder to any dividends.

16. Voting rights

A Performance Right does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

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17. Quotation of the Performance Rights

The Company will not apply for quotation of the Performance Rights on any securities exchange.

18. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder will be varied in accordance with the Listing Rules.

19. Entitlements and bonus issues

Subject to the rights under clause 20, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

20. Bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares which must be issued on the exercise of a vested Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

21. Return of capital rights

The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

22. Rights on winding up

The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

23. Takeovers prohibition

• (a) the issue of Shares on exercise of the Performance Rights is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Performance Rights.

24. No other rights

A Performance Right does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

25. Amendments required by ASX

The terms of the Performance Rights may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

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26. Plan

The Performance Rights are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

27. Constitution

Upon the issue of the Shares on exercise of the Performance Rights, the holder will be bound by the Company’s Constitution.

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Schedule 3 Terms and conditions of Director Performance Rights

The following terms and conditions apply to each of the Director Performance Rights ( Performance Rights ):

1. Entitlement

Subject to the terms and conditions set out below, each Performance Right, once vested, entitles the holder to the issue of one fully paid ordinary share in the capital of the Company ( Share ).

2. Issue Price

The Performance Rights are issued for nil cash consideration.

3. Vesting Conditions

The Performance Rights will vest upon the 20-Day VWAP equalling or exceeding $0.40 ( Vesting Condition ).

4. Vesting

Subject to the satisfaction of the Vesting Condition, the Company will notify the Holder in writing ( Vesting Notice ) within 3 Business Days of becoming aware that the relevant Vesting Condition has been satisfied.

5. Expiry Date

The Performance Rights will expire and lapse on the first to occur of the following:

• (a) the Vesting Condition becoming incapable of satisfaction due to the holder no longer being a director of the Company or other cessation of employment of the holder with the Company (or any of its subsidiary entities) (subject to the exercise of the Board’s discretion under the Plan); and

• (b) 5pm WST on the date which is five years after the date of issue of the Performance Rights,

( Expiry Date ).

6. Exercise

At any time between receipt of a Vesting Notice and the Expiry Date (as defined in clause 5 above), the holder may apply to exercise Performance Rights by delivering a signed notice of exercise to the Company Secretary. The holder is not required to pay a fee to exercise the Performance Rights.

7. Issue of Shares

As soon as practicable after the valid exercise of a vested Performance Right, the Company will:

• (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled; and

• (b) issue a substitute Certificate for any remaining unexercised Performance Rights held by the holder;

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• (c) if required, and subject to clause 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

8.

Restrictions on transfer of Shares

If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

9.

Ranking

All Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with other Shares.

10. Transferability of the Performance Rights

The Performance Rights are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

11. Dividend rights

Performance Right does not entitle the holder to any dividends.

12. Voting rights

A Performance Right does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

13. Quotation of the Performance Rights

The Company will not apply for quotation of the Performance Rights on any securities exchange.

14. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder will be varied in accordance with the Listing Rules.

15. Entitlements and bonus issues

Subject to the rights under clause 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

16. Bonus issues

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares which must be issued on the exercise of a vested Performance Right will be increased by the number of Shares which the holder would have

Page 22

received if the holder had exercised the Performance Right before the record date for the bonus issue.

17. Return of capital rights

The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

18. Rights on winding up

The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

19. Takeovers prohibition

• (a) the issue of Shares on exercise of the Performance Rights is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Performance Rights.

20. No other rights

A Performance Right does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

21. Amendments required by ASX

The terms of the Performance Rights may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

22. Plan

The Performance Rights are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.

23. Constitution

Upon the issue of the Shares on exercise of the Performance Rights, the holder will be bound by the Company’s Constitution.

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Schedule 4 Valuation of Director Performance Rights

The valuation of the Director Performance Rights is as follows:

Input	Values at Valuation Date
Underlying share price1	$0.290
Exercise price	Nil
Term2	5 years
Risk-free rate3	2.922%
Dividend yield	Nil
Volatility (rounded)4	70%
Total value per Director Performance Right	$0.2678
Total number of Director Performance Rights	2,000,000
TOTAL VALUE	$535,600

Notes:

1. Underlying Share price – being the price of the Company’s shares at the close of the market as at 11 April 2023 ( Valuation Date ).

2. Term – being the period from the grant date which is also the Valuation Date, to the expiry date.

3. Risk-free rate – The risk-free rate is equal to the 5-year Australian Government Bond rate as at the Valuation Date.

4. Volatility – In accordance with AASB 2 paragraph B22, Volatility was determined to be the annualised standard deviation of the continuously compounded change in price of the Company’s Shares. The volatility was calculated using the daily, weekly, and monthly share prices for a period prior to the Valuation Date and of equal duration to the term of the Director Performance Rights (or as long as the Shares have been publicly traded).

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Schedule 5 Summary of terms and conditions of Employee Securities Incentive Plan

A summary of the material terms of the Company’s Employee Securities Incentive Plan ( Plan ) is set out below.

Eligible Participant	Eligible Participantmeans a person that is a ‘primary participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an Associated Body Corporate (as defined in the Corporations Act) and has been determined by the Board to be eligible to participate in the Plan from time to time.
Purpose	The purpose of the Plan is to: (a) assist in the reward, retention and motivation of Eligible Participants; (b) link the reward of Eligible Participants to Shareholder value creation; and (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of a Plan Share, Option, Performance Right or other Convertible Security (Securities).
Plan administration	The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion (except to the extent that it prevents the Participant relying on the deferred tax concessions under Subdivision 83A-C of the_Income Tax Assessment Act 1997_(Cth)). The Board may delegate its powers and discretion.
Eligibility, invitation and application	The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination of) the Securities provided under the Plan on such terms and conditions as the Board decides. On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
Grant of Securities	The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number and type of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
Rights attaching to Convertible Securities	AConvertible Securityrepresents a right to acquire one or more Plan Shares in accordance with the Plan (for example, an Option or a Performance Right). Prior to a Convertible Security being exercised, the holder: (a) does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security other than as expressly set out in the Plan; (b) is not entitled to receive notice of, vote at or attend a meeting of the shareholders of the Company; (c) is not entitled to receive any dividends declared by the Company; and (d) is not entitled to participate in any new issue of Shares (see Adjustment of Convertible Securities section below).

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Vesting of Convertible Securities	Any vesting conditions which must be satisfied before Convertible Securities can be exercised and converted to Shares will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
Exercise of Convertible Securities and cashless exercise	To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see next paragraph below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice. An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities. Market Valuemeans, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation. A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
Timing of issue of Shares and quotation of Shares on exercise	As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
Restrictions on dealing with Convertible Securities	A holder may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A holder must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them. However, in Special Circumstances as defined under the Plan (including in the case of death or total or permanent disability of the Participant) a Participant may deal with Convertible Securities granted to them under the Plan with the consent of the Board.
Listing of Convertible Securities	A Convertible Security granted under the Plan will not be quoted on the ASX or any other recognised exchange. The Board reserves the right in its absolute discretion to apply for quotation of an Option granted under the Plan on the ASX or any other recognised exchange.
Forfeiture of Convertible Securities	Convertible Securities will be forfeited in the following circumstances: (a) where a Participant who holds Convertible Securities ceases to be an Eligible Participant (e.g. is no longer employed or their office or engagement is discontinued with the Group), all unvested Convertible Securities will automatically be forfeited by the Participant; (b) where a Participant acts fraudulently or dishonestly, negligently, in contravention of any Group policy or willfully breaches their duties to the Group; (c) where there is a failure to satisfy the vesting conditions in accordance with the

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	Plan; (d) on the date the Participant becomes insolvent; or (e) on the Expiry Date.
Change of control	If a change of control event occurs, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the holder’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the holder to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
Adjustment of Convertible Securities	If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised. Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.
Plan Shares	The Board may, from time to time, make an invitation to an Eligible Participant to acquire Plan Shares under the Plan. The Board will determine in its sole an absolute discretion the acquisition price (if any) for each Plan Share which may be nil. The Plan Shares may be subject to performance hurdles and/or vesting conditions as determined by the Board. Where Plan Shares granted to a Participant are subject to performance hurdles and/or vesting conditions, the Participant’s Plan Shares will be subject to certain restrictions until the applicable performance hurdles and/or vesting conditions (if any) have been satisfied, waived by the Board or are deemed to have been satisfied under the Rules.
Rights attaching to Plan Shares	All Shares issued or transferred under the Plan or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank equally in all respects with the Shares of the same class for the time being on issue except for any rights attaching to the Shares by reference to a record date prior to the date of the allotment or transfer of the Plan Shares. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
Disposal restrictions on Plan Shares	If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not: (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

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General Restrictions on Transfer of Plan Shares	If the Company is required but is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Plan Shares issued under the Plan (including on exercise of Convertible Securities) may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Act. Restrictions are imposed by Applicable Law on dealing in Shares by persons who possess material information likely to affect the value of the Shares and which is not generally available. These laws may restrict the acquisition or disposal of Shares by you during the time the holder has such information. Any Plan Shares issued to a holder under the Plan (including upon exercise of Convertible Securities) shall be subject to the terms of the Company’s Securities Trading Policy.
Buy-Back	Subject to applicable law, the Company may at any time buy- back Securities in accordance with the terms of the Plan.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Convertible Securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Convertible Securities.
Maximum number of Securities	The Company will not make an invitation under the Plan which involves monetary consideration if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan during the 3 year period ending on the day of the invitation, will exceed 5% of the total number of issued Shares at the date of the invitation (unless the Constitution specifies a different percentage and subject to any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b) – refer to Resolution 5 and Section 6.1.
Amendment of Plan	Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants. If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.
Income Tax Assessment Act	The Plan is a plan to which Subdivision 83A-C of the_Income Tax Assessment Act_ 1997(Cth) applies (subject to the conditions in that Act) except to the extent an invitation provides otherwise.

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12 May 2023

Dear Shareholder

General Meeting – Notice of Meeting and Proxies

Notice is given that a general meeting ( Meeting ) of Shareholders of Mitre Mining Corporation Limited (ACN 645 578 454) ( Company ) will be held as follows:

Time and date: 10am (Perth time) on Monday, 19 June 2023

Location: The Quest Kings Park, 54 Kings Park Road, West Perth WA 6005

Notice of Meeting

In accordance with the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless individual shareholders have made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded from:

• the Company’s website at https://mitremining.com.au/; and

• the ASX market announcements page under the Company’s code “MMC”.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

Voting at the Meeting or by proxy

Shareholders are encouraged to vote by lodging a proxy form.

Proxy forms can be lodged:

Online: https://investor.automic.com.au/#/loginsah using your holder number or using your mobile device to scan the personalised QR code By email: meetings@automicgroup.com.au By mail: Automic GPO Box 5193 Sydney NSW 2001, Australia By fax: +61 2 8583 3040

Your proxy voting instruction must be received by 10am (Perth time) on Saturday, 17 June 2023, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Authorised for release by Maddison Cramer Company Secretary Mitre Mining Corporation Limited

DIRECTORS MITRE MINING CORPORATION LIMITED REGISTERED OFFICE Raymond Shorrocks Interim Executive Director ACN: 645 578 454 Level 2 Patrick Gowans Non-Executive Chairman ASX: MMC 8 Richardson Street Clinton Carey Non-Executive Director West Perth WA 6005 T: +61 8 6243 6542 Maddison Cramer Company Secretary www.mitremining.com.au E: admin@mitremining.com.au