M3 MINING LIMITED — Capital/Financing Update 2022

Oct 2, 2022

ASX Announcement

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Company Announcements Office Australian Securities Exchange

Dear Shareholder

Notice to Ineligible Shareholders of Non-Renounceable Pro Rata Rights Issue

We write to you as the registered holder of M3 Mining Limited ( M3 Mining or the Company ) shares ( ASX: M3M ) whose registered address is outside of Australia and New Zealand (together the “ Eligible Countries ”) as at today’s date.

As advised in the Company’s ASX announcement dated 29 September 2022 and as detailed by the Company in the Offer Document ( Offer Document ) lodged by the Company with ASX on 29 September 2022, the Company is undertaking a non-renounceable pro-rata rights issue to Eligible Shareholders of ordinary fully paid shares in the Company ( Shares ) at an issue price of $0.12 per Share on the basis of one (1) Share for every four (4) Shares held at the Record Date ( Offer ). Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a Share, such fraction will be rounded down to the nearest whole Share.

The Offer Document was lodged with ASX on 29 September 2022 and is available on the Company’s ASX platform at the ASX website (www.asx.com.au).

The Record Date to determine entitlements for Eligible Shareholders is 4 October 2022.

The Company currently has the following Shares and options on issue:

Number of Shares	Number of Unlisted
	Options
37,210,717	7,800,000(1)

Note 1: As outlined in detail in the Offer Document, the unlisted options are subject to various exercise prices and expiry dates. Please refer to section 1.9 of the Offer Document for further details on the Company's capital structure.

On the basis that no options are exercised into Shares prior to the Record Date, the Offer is for 9,302,679 ordinary fully paid Shares. The Offer will raise up to $1,116,322 (before payment of the costs associated with the Offer). The funds raised from the Offer will be used primarily for ongoing exploration activities and for general working capital purposes, whilst enabling the Company to continue to work toward its stated objectives as more specifically detailed in section 1.3 of the Offer Document.

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Registered Address

Directors

Projects

West Perth, WA 6005 www.m3mining.com.au

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Shares not subscribed for by Eligible Shareholders under the Offer will form the shortfall ( Shortfall Shares ) which will be placed at the discretion of the board of the Company.

The Offer is available to all M3 Mining shareholders registered as shareholders as at 5.00pm (WST) on the Record Date of 4 October 2022 and whose registered address is in the Eligible Countries ( Eligible Shareholders ).

The Offer is not being extended to any M3 Mining shareholders whose registered address is outside the Eligible Countries ( Ineligible Shareholders ).

This letter is to inform you that you are an Ineligible Shareholder for the purposes of the Offer and consequently you will not be able to subscribe for Shares under the Offer. This letter is to inform you of the Offer and is not an offer to grant Shares to you, nor an invitation to apply for Shares. You are not required to do anything in respect of this letter.

The Company has determined that it would be unreasonable on this occasion to extend the Offer to you as an Ineligible Shareholder having regard to:

• the number of Shareholders in your jurisdiction;

• the number and value of Shares the Shareholders in your jurisdiction would be offered; and

• the cost of complying with the legal requirements and the requirements of the regulatory authorities in your jurisdiction.

For your information only, details of the Offer are contained in the Offer Document lodged with ASX on 29 September 2022 which is available on the Company’s ASX platform at ASX website (www.asx.com.au).

If you have any questions in relation to the Offer, please contact the Company Secretary on +61 8 6365 5200 between 8.30am and 5.00pm (AWST) Monday to Friday.

Yours Sincerely

Ben Donovan Company Secretary

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For further information please contact:

Simon Eley

Media

Executive Director David Tasker M3 Mining Ltd Chapter One Advisors T +61 8 6365 5200 T +61 433 112 936 E info@m3mining.com.au E dtasker@chapteroneadvisors.com.au

About M3 Mining

M3 Mining Limited (ASX:M3M) is a Perth-based mineral exploration company focused on creating value for shareholders through exploration and development of a high-quality copper and gold exploration portfolio. M3 Mining’s projects are strategically located in regions surrounded by majors and has experienced minimal modern, systematic exploration across both projects. The Company’s strategy is to apply a systematic approach to the assessment and prioritisation of its projects, all of which have the potential to produce material discoveries.