M3 MINING LIMITED — Capital/Financing Update 2021

Jul 26, 2021

26 July 2021

==> picture [106 x 88] intentionally omitted <==

Pre-quotation disclosure

The following information is required to be provided to ASX Limited ( ASX ) for release to the market in connection with the admission to the official list and official quotation of the fully paid ordinary shares in M3 Mining Limited ACN 644 548 434 ( Company ).

Unless otherwise defined, capitalized terms used in this notice have the meaning given to them in the Company's prospectus dated 26 May 2021 ( Prospectus ).

1. Completion of Offer

The Company confirms that all conditions precedent to the offer under the Prospectus have been satisfied. The Company has issued 23,000,000 fully paid ordinary shares under the Prospectus to raise $4,600,000 (before costs of the Offers).

The Company also confirms:

• i. the Public Offer under the Prospectus has closed and the issue of Shares subscribed for under the Prospectus (as detailed above) has been completed;

• ii. the Company has issued 2,000,000 options exercisable at $0.25 expiring on 30 June 2024 to the Lead Manager under the Prospectus; and

• iii. the Public Offer was fully subscribed.

2. Escrow Arrangements

a) Restricted Securities for 24 months from the date of official quotation

The Company confirms that the following securities will not be quoted and be classified as restricted securities for a period of 24 months from the date of official quotation of the securities of the Company:

• iv. 5,511,875 fully paid ordinary shares; and

• v. 7,800,000 Director and Lead Manager Options.

b) Restricted Securities for 12 months from the date of issue

The Company confirms that the following securities will not be quoted and be classified as restricted securities for a period of 12 months from the date of issue:

M3 Mining Limited A C N 644 548 434 Level 1, 3 Ord Street West Perth WA 6005 PO BOX 71 West Perth WA 6872 info@m3mining.com.au www.m3mining.com.au

==> picture [65 x 54] intentionally omitted <==

Security	Total Holdings	Escrow Period
Type
Fully paid ordinary shares	247,500	12 months from 22/9/2020
Fully paid ordinary shares	3,202,500	12 months from 5/12/2020

3. Capital Structure

At the date of Admission, the capital structure of the Company is set out below:

Security Type	Total Holdings
Fully paid ordinary shares	36,925,003
Lead Manager options associated with the seed capital raising - exercisable at $0.25 on or before 30 June2024	1,000,000
Lead Manager options associated with the Prospectus - exercisable at $0.25 on or before 30 June 2024	2,000,000
Director and Company Secretary Options - exercisable at $0.25 on or before 30 June 2024	4,800,000

4. Statement of Commitments

Outlined in Section 6.7 of the Prospectus is the Company’s indicative expected use of funds in the 24-month period following the Company's admission to ASX. Please refer to the table entitled "Use of Funds" on pages 23 of the Prospectus. The Company confirms that there are no legal, regulatory, statutory or contractual impediments to entering its granted tenements and tenements under application and carrying out exploration activities in accordance with these commitments.

5. Status of applications

The Company provides the following update on the status of applications and tenements since the date of the Prospectus:

E08/3220: has been granted since the date of the Prospectus.

2

==> picture [65 x 54] intentionally omitted <==

E31/1258: remains pending. The Sec 29 Notification Close Date for E31/1258 passed on 24[th] July 2021, with one objection received (WO2021/0744).

E31/1265: There has been no change in the status of E31/1265 and it remains pending.

E08/3226: There has been no change in the status of E08/3226 and it remains pending.

This announcement has been authorised for release by the Board.

3