ENOVA MINING LIMITED — Capital/Financing Update 2022

Aug 30, 2022

Not for release to US wire services or distribution in the United States

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31 August 2022

Dear Shareholder

SHARE PURCHASE PLAN

On behalf of the board of directors of Enova Mining Limited (ABN 76 010 485 588) (ASX:ENV) ( Enova ), I am pleased to offer you the opportunity to participate in Enova’s Share Purchase Plan ( SPP ) which was announced on 29 August 2022. Participating in the SPP is an opportunity to subscribe for a minimum of $2,000 and up to a maximum of $30,000 of new fully paid ordinary shares in Enova ( Shares ), without incurring brokerage or other transaction costs ( SPP Offer ). The SPP Offer also includes the issue of one free attaching unlisted option for every Share subscribed ( Option ), with each option having an exercise price of $0.025, exercisable 24 months after date of issue and expiring 48 months after date of issue.

Enova intends to raise approximately $700,000 under the SPP but reserves its right to scale-back applications or raise a higher amount at its absolute discretion. The proceeds of the capital raising are intended to provide Enova capital to undertake and complete:

• the Alluvial Sands Project (gravity separation / concentration); and

• the Saprolite/Clay Project (beneficiation and hydrometallurgy);

• and working capital.

The SPP will be available to shareholders on Enova’s Share register at 7.00pm (AEST) on 26 August 2022 ( Record Date ), and which have a registered address in Australia or New Zealand ( Eligible Shareholders ).

The SPP Shares will carry an issue price equal to a fixed 15% discount to the volume-weighted average price (VWAP) over the 5 trading days up to and including the SPP closing date.

(the Issue Price ).

The SPP is expected to close at 5.00pm (AEST) on Monday 26 September 2022 ( Closing Date ). If you intend to participate in the SPP, your application for Shares and Options and funds must be received by then. Enova reserves its right to close the SPP early.

Regardless of when (during the SPP Offer period) you submit your application and funds, your application will be deemed to be made and received on the Closing Date of the SPP Offer.

This letter and the accompanying material sets out the terms and conditions of the SPP. Additional information about Enova, including ASX announcements, is available at www.enovamining.com

If you have any questions in relation to the SPP or how to complete your personalised application form enclosed with this document ( Application Form ), please call the Enova SPP Offer information line at any time between 8:30am to 5:30pm (AEST), Monday to Friday on 1300 737 760 (within Australia) or +61 02 9290 9600 (outside Australia). If you wish to download your personalised Application Form and access this document online, please visit the SPP Offer website which you can access from Boardroom Limited at www.investorserve.com.au to download and access SPP documents. Shareholders are also referred to the following SPP Offer page: https://spp.enovamining.com/

The Board of Directors of Enova encourages you to consider this opportunity and the Directors of Enova, who own shares in Enova, intend to participate for the maximum amount in this SPP.

Yours faithfully Eric Vesel Managing Director Enova Mining Limited

IMPORTANT INFORMATION

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This document is an important document. Please read it carefully before deciding whether to apply for any Shares. This document does not provide financial product advice or investment advice and has been prepared without taking into account your particular objectives, financial situation or needs.

The SPP Offer of Shares and Options is made in accordance with the Corporations Act 2001 (Cth) (Corporations Act) and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , which grants relief from the requirement for Enova to provide prospectus disclosure in relation to the SPP. This document does not constitute a prospectus or product disclosure statement, and it has not been (and will not be) lodged with ASIC. You must rely on your own knowledge of Enova and previous disclosure made by Enova to ASX when considering whether to apply for any Shares.

If you wish to apply for Shares and Options, it is recommended that you seek professional guidance which takes into account your particular investment objectives, financial situation and needs from a professional adviser who is licensed by ASIC to give such advice.

All references to $ or dollars in this document are references to Australian dollars unless otherwise indicated.

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TERMS AND CONDITIONS

BPAY instructions are set out on the Application Form. If you use BPAY, you do not need to return your Application Form. Please make sure you use the specific biller code and unique reference number on your personalised Application Form. Your financial institution may implement earlier cutoff times for electronic payment. You should take this into consideration when making payment.

OFFER DETAILS

Issue Price of Shares	15% discount to the 5-Day VWAP up to and including 26 September 2022
	Subject to a minimum of
Application Amounts	$2,000 and a maximum of $30,000, in $2,000 increments (Application Amount)
Record Date	26 August 2022 7.00pm (AEST)
Announcement Date	29 August 2022
Opening Date	31 August 2022
Closing Date	26 September 2022 5.00pm (AEST)
Results Date	28 September 2022
Allotment Date	30 September 2022
Quotation Date	1 October 2022

If paying by cheque, use the reply-paid envelope or deliver it to the address on the Application Form. Applications received after the Closing Date will not be accepted.

Funds received for applications by cheque or BPAY will be regarded as applications for the maximum number of shares that those funds will pay for in full.

All applications will be deemed to be made on the Closing Date. You cannot withdraw or cancel your Application or BPAY payment once you have sent it in.

Enova’s market price may vary at any time during the SPP Offer period and Enova’s Shares may trade at a price that is lower than the Issue Price.

By accepting the SPP Offer, you accept the risk that the market price of Enova’s Shares may fall below the Issue Price between the date of this SPP Offer and the allotment of the Shares and Options under the SPP expected to occur on Friday, 30 September 2022 ( Allotment Date ), in which case you may have been able to buy the Shares at a lower price than the Issue Price.

This timetable is indicative only and is subject to change. Enova may alter the dates above, withdraw or vary the SPP, or accept applications for Shares and Options that are received after the Closing Date, in each case in Enova’s absolute discretion, subject to the ASX Listing Rules and the Corporations Act.

HOW DO I ACCEPT?

Eligible Shareholders should be aware that an investment in Enova involves risks. The key risks identified by Enova are set out in the "Key Risks" section to the Investor Presentation that was released to the ASX platform on 29 August 2022. This can be obtained from the ASX’s website (www.asx.com.au) or at www.enovamining.com.

To participate, you should either:

• (a) return your Application Form, together with a cheque, by 5.00pm (AEST) on Monday 26 September 2022 ; or

• (b) pay the Application Amount via BPAY so the payment is received by 5.00pm (AEST) on Monday 26 September 2022

By making an application, you represent to Enova, as at the Closing Date (being the date on which your application is deemed to be made and received), the matters set out under the heading ‘Your representations’ in these terms and conditions and in the Application Form.

Application Forms can be posted or hand delivered to:

Postal address: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001

HOW MANY SHARES

Eligible Shareholders receive the number of Shares equal to the Application Amount (subject to any scale-back) divided by the Issue Price.

Hand Delivery: Level 12 225 George Street Sydney NSW 2000

An illustration of the number of Shares to be issued (which will vary depending on the applicant's total Application Amount) is as follows:

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Application Amount	Shares issued# (subject to scale-back)
$2,000 153,846
$10,000 769,230
$20,000 1,538,461
$30,000 2,307,692

Shares issued at an assumed Issue Price under the Placement of $0.013 per share.

Fractions (if any) will be rounded down, and any marginal Application Amount remaining as a result of such rounding may be retained by Enova. For example, if a total Application Amount of $2,000 is received, 153,846 Shares and 153,846 Options will be issued to the relevant applicant (assuming no scale-back) with a combined Issue Price of $1,999.99, and the $0.01 balance retained by Enova. If a scale-back occurs, you will be refunded the balance of your Application Amount in accordance with the 'SCALE-BACK' policy set out in this document.

The Issue Price does not exceed the limit prescribed by the ASX Listing Rules and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.

Shares issued under the SPP may be sold or transferred on ASX at any time after the Quotation Date.

ELIGIBILITY TO PARTICIPATE

Participation in the SPP is optional. The offer is open to all shareholders with a registered address in Australia or New Zealand as at the Record Date. Shareholders in the United States are not eligible to participate in the SPP. Similarly, shareholders (including trustees, nominees and custodians) who are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

Multiple holdings

If you are the only registered holder of Enova Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply in total for a maximum of $30,000 worth of Shares and Options.

Joint holders

If you are a joint holder of Enova Shares, that holding is considered to be a single registered holding for the purpose of the SPP. You are entitled to participate in the SPP for that single holding only. If you are a joint holder and you receive more than one offer under the SPP, you may only apply in total for a maximum of $30,000 worth of Shares.

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Trustee or nominee

If you are expressly noted on Enova’s Share register as a trustee or nominee for a named beneficiary, you may only apply for one maximum parcel of shares for each named beneficiary. If Enova’s share registry does not record a named beneficiary in respect of your trustee or nominee holding, the rules for multiple single holdings apply.

Custodians

If you are a custodian within the definition of ‘custodian’ in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Custodian ) and hold Enova Shares for one or more persons (each a Participating Beneficiary ), or on behalf of another Custodian of Enova Shares, you may apply for up to a maximum of $30,000 worth of Shares for each Participating Beneficiary, subject to providing Enova a ‘custodian certificate’ in addition to the Application Form, which certifies matters required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Custodian Certificate ). Please contact Enova’s share registry by emailing corporateactions@boardroomlimited.com.au to obtain the form of the Custodian Certificate.

DIRECTORS, OFFICERS AND EMPLOYEES

Directors, officers and employees of Enova who are Eligible Shareholders may participate in the SPP.

SCALE-BACK

Enova may, in its absolute discretion, scale-back applications under the SPP to the extent and in the manner that it sees fit. If there is a scale-back you may receive less than the parcel of Shares for which you have applied.

Factors that Enova may take into account in determining any scale-back include:

• (a) compliance with regulatory requirements;

• (b) the amount applied for by each shareholder under the SPP;

• (c) the number of Shares held at the Record Date; and

• (d) the close of the SPP Offer period.

If a scale-back occurs, the difference between the value of the Shares allotted and the Application Amount paid to Enova (only where the amount is greater than the Issue Price) will be refunded to you as soon as practicable following the Allotment Date. Any scale-back will be announced on the Allotment Date. No interest will be paid on any Application Amount paid or refunded. Scale-back

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decisions are made by the board of directors of Enova and are final.

ASX QUOTATION

After Shares are issued and allotted under the SPP, Enova will apply to ASX for quotation of the Shares on the Official List and send an allotment notice to each Eligible Shareholder’s registered address.

NO COSTS

Eligible Shareholders may subscribe without incurring brokerage costs, commission or other transaction costs.

ENOVA’S RIGHTS

Enova retains absolute discretion to increase the total amount raised under the SPP Offer or accept applications for a total amount lower than $3 million.

Enova may reject any application for Shares under the SPP, which it believes does not comply with these terms and conditions, including where it appears that you are not an Eligible Shareholder, if a cheque is returned unpaid, the Application Form has not been properly completed, or where there are grounds for believing that the applicant is not acting in good faith.

Enova may modify, suspend or cancel the SPP at any time. If Enova does this, it will notify ASX. If the SPP is cancelled, the Application Amount will be refunded without interest. Neither Enova, nor the board of directors of Enova, accepts or assumes any liability to shareholders because of the variation, suspension or termination of SPP.

Enova may settle, at its discretion in any manner it deems fit, any anomalies or disputes in connection with the SPP, and that decision is conclusive and binding on all applicants. Enova reserves the right to waive strict compliance with these terms and conditions.

YOUR REPRESENTATIONS

By completing and returning the Application Form or by making a BPAY payment, you:

• (a) certify to Enova that you are an Eligible Shareholder and will not forward this document to any person outside Australia or New Zealand;

• (b) if you are applying on your own behalf (and not as a Custodian) certify, acknowledge and agree that:

• (i) you are not applying for Shares and Options with an Application price of more than $30,000;

• (ii) the total Application price for the following does not exceed $30,000:

  • (A) the Shares the subject of the Application;

  • (B) any other Shares and Options issued to you under the SPP or any similar arrangement in the 12 months before the Application;

  • (C) any other SPP Shares and Options which you have instructed a Custodian to acquire on your behalf under the SPP; and

  • (D) any other Shares issued to a Custodian in the 12 months before the Application as a result of an instruction given by you to the Custodian to apply for Shares and Options on your behalf under an arrangement similar to the SPP;

• (c) if you are a Custodian and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, certify, acknowledge and agree that:

• (i) you are a Custodian;

• (ii) you held Shares on behalf of the Eligible Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the SPP and that that Eligible Beneficiary has been given a copy of this document;

• (iii) you are not applying for Shares and Options on behalf of any Eligible Beneficiary with an aggregate Application price of more than $30,000 under the SPP;

• (iv) the information in the Custodian Certificate submitted with your Application Form is true, correct and not misleading;

• (d) represent that you are not in the United States or acting for the account or benefit of a person in the United States;

• (e) understand that the Shares and Options have not been, and will not be, registered under the US Securities Act of 1933 ( US Securities Act ) and may not be offered or sold in the

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United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws;

• (f) you acknowledge and agree that if in the future you decide to sell or otherwise transfer the Shares and Options, you will only do so in standard (regular way) brokered transactions on ASX, where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or the purchaser is, a person in the United States;

• (g) you acknowledge that the Shares and Options may only be offered and sold outside the United States to eligible shareholders in “offshore transactions” (as defined and in reliance on Regulation S under the US Securities Act);

• (h) acknowledge and agree that if you are acting as a trustee, nominee or custodian: (1) each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand (or such other countries as Enova may have agreed in writing having regard to applicable laws); and (2) you have not sent this document or any other materials relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States or elsewhere outside Australia or New Zealand (or such other countries as Enova may have agreed in writing having regard to applicable laws);

• (i) authorise Enova (and its officers and agents) to correct any error in, or omission from, your Application Form and complete an incomplete Application Form;

• (j) accept the risks associated with any refund that may be sent to your address or to your nominated bank account as shown on Enova’s share register;

• (k) acknowledge that Enova may at its discretion determine that your Application Form is valid, even if the Application Form is invalid;

• (l) irrevocably and unconditionally agree to these terms and conditions, including that once you have sent in your application or made your BPAY payment, you cannot withdraw or cancel your application and your application is unconditional; and

• (m) acknowledge that Enova is not liable for any exercise of its discretions referred to in these terms and conditions.

FOREIGN OFFER RESTRICTIONS

This document does not constitute an offer of Shares and Options in any jurisdiction in which it would be unlawful. In particular, the Shares and Options have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and applicable US state securities laws.

New Zealand

The Shares and Options are not being offered or sold to the public within New Zealand other than to existing shareholders of Enova with registered addresses in New Zealand to whom the offer of the Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

This document may not be distributed to any person and persons (including Custodians) who come into possession of it should observe any such restrictions, and the Shares and Options may not be offered or sold, in any country outside Australia or New Zealand.

OTHER INFORMATION

The SPP Offer to each Eligible Shareholder (whether you are a Custodian or you hold Shares on your own account) is made on these terms and conditions.

The SPP Offer is non-renounceable, which means that you cannot transfer your right to purchase Shares and Options under the SPP to anyone else. Shares issued under the SPP will rank equally in all respects with existing Enova Shares.

This document is not an offer of securities in any place outside Australia or New Zealand and does not take into account your individual investment objectives, financial situation or particular needs. An investment in Enova is speculative. You should therefore obtain independent financial and taxation advice before making an investment decision.

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