Metals X Limited — AGM Information 2021

Oct 21, 2021

22 OCTOBER 2021

Letter to Shareholders regarding Annual General Meeting

Dear Shareholder

Further to the announcement on 4 October 2021, Metals X Limited (ASX:MLX) (“ Metals X ” or “ Company” ) confirms its Annual General Meeting ( Meeting ) will be held on Tuesday, 23 November 2021 commencing at 10:00am (WST). The meeting will now be held at Liberty Conference Centre, Ground Floor, 197 St Georges Terrace, Perth WA 6000.

ASIC has previously adopted a temporary ‘no-action’ position in relation to the convening and holding of virtual meetings. The position follows on from the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 which expired on 21 March 2021. The Treasury Laws Amendment (2021 Measures No 1) Act 2021 has taken over the ‘no action’ position with effect from 14 August 2021 by providing a statutory mechanism which allows a company to issue notices of meetings electronically and convene virtual meetings. Accordingly, the Company will not be sending hard copies of the Notice of Meeting to Shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link: https://www.metalsx.com.au/asx-announcements/

Voting at the Meeting will occur by poll. A copy of your personalised proxy form is enclosed for convenience. Please complete and return the attached proxy form to the Company’s share registry, Computershare by:

Online:

At www.investorvote.com.au

Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001, Australia

Mobile:

Scan the QR Code on your proxy form and follow the prompts

Custodian Voting:

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Your proxy voting instruction must be received by 10:00am (WST) on Sunday, 21 November 2021, 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 Notice of Meeting and accompanying Explanatory Memorandum is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare on 1300 850 505 (within Australia) and +61 3 9415 4000 (outside Australia).

To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that Shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all Shareholders to submit their directed proxy votes in advance of the Meeting.

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CORPORATE DIRECTORY
Level 5, 197 St Georges Terrace
Perth WA 6000 Australia
ASX Code: MLX
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T +61 8 9220 5700
E reception@metalsx.com.au
ABN 25 110 150 055
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www.metalsx.com.au
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The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at https://www.metalsx.com.au/asx-announcements/

The Company will advise Shareholders as soon as practicable, if any of the above circumstances change.

This announcement has been authorised by the Board of Directors of Metals X Limited

ENQUIRIES

Mr Brett Smith Executive Director E: brett.smith@metalsx.com.au

Notice of Annual General Meeting

Metals X Limited ACN 110 150 055

Date of Meeting: Tuesday, 23 November 2021

Time of Meeting: 10.00 am (Perth Time) Place of Meeting: Liberty Conference Centre, Ground Floor, 197 St Georges Terrace, Perth WA 6000

Please read this Notice of Annual General Meeting and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

The Directors recommend that you vote FOR Resolutions 1, 2 and 3

Notice of Annual General Meeting

Dear Shareholder

Annual General Meeting

On behalf of the Board, I invite you to attend the annual general meeting ( Meeting ) of Metals X Limited (ASX:MLX) ( Company ). The Meeting will be held at 10.00am (Perth time) on Tuesday 23 November 2021 at the Liberty Conference Centre, Ground Floor, 197 St Georges Terrace, Perth WA 6000.

The Meeting will consider the Company’s most recent financial statements and remuneration report.

In addition, Mr Peter Gunzburg will be seeking re-election as a Director of the Company and the Company will be seeking approval to repeal its existing constitution and adopt a new constitution in its place.

On behalf of the Board, I encourage you to consider all meeting materials carefully and participate in this decision by lodging the proxy form attached to the Notice of Annual General Meeting or attending in person.

Please note, to comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that Shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend. Therefore, the Company strongly encourages all Shareholders to submit their directed proxy votes in advance of the Meeting.

The Directors unanimously recommend that you vote FOR Resolutions 1, 2 and 3.

Yours faithfully

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Peter Gunzburg Chair

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Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Metals X Limited ACN 110 150 055 ( Metals X or Company ) will be held at 10.00 am (Perth time), on Tuesday, 23 November 2021 at Liberty Conference Centre, Ground Floor, 197 St Georges Terrace, Perth WA 6000.

Agenda

Ordinary Business

Financial Reports

To receive and consider the Financial Statements, Directors’ Report and Auditors’ Report for Metals X and its controlled entities for the financial year ended 30 June 2021.

Note: There is no requirement for Shareholders to approve these reports.

1. Resolution 1 - Remuneration Report

To consider and, if thought fit, pass the following resolution as an advisory Resolution:

“That, the Remuneration Report for the year ended 30 June 2021 (as disclosed in the 2021 Annual Report) is adopted.”

Voting Exclusion: Refer section 0.3 of the Explanatory Memorandum for details of the voting exclusions.

2. Resolution 2 - Election of Peter Gunzburg as Director

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

“That Mr Peter Gunzburg, who retires in accordance with Rule 38.1 of the Company’s Constitution and ASX Listing Rule 14.5, and, being eligible and offering himself for re-election, is re-elected as a Director of the Company.”

3. Resolution 3 – Replacement of Constitution

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a Special Resolution:

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form of the document tabled at the Meeting and signed by the Chair of the Meeting for identification purposes, with effect from the close of the Meeting.”

Other Business

To consider any other business that may be brought before the Meeting in accordance with the Company’s Constitution.

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Notice of Annual General Meeting

Explanatory Memorandum

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Annual General Meeting.

Proxy Appointment and Voting Instructions

Proxy Form

The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) must be received at an address below, or by fax or email by 10.00am (WST) on Sunday, 21 November 2021 . A Proxy Form received after that time will not be valid.

Online At www.investorvote.com.au

Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria By mail 3001, Australia By fax 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) By mobile Scan the QR Code on your proxy form and follow the prompts For Intermediary Online subscribers only (custodians) please visit Custodian voting www.intermediaryonline.com to submit your voting intentions

Appointment of a proxy

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy may, but need not be, a Shareholder.

The Company encourages Shareholders to appoint the Chair as your proxy. To do so, mark the appropriate box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chair, please write the name of that person in the space provided on the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair will be your proxy.

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, you may photocopy the Proxy Form or an additional Proxy Form may be obtained by telephoning the Share Registry on 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia).

Please note, it is recommended Shareholders complete the attached proxy form and send to the Company via the communication methods outlined above.

To appoint a second proxy you must, on each Proxy Form, state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• two directors of the company;

• a director and a company secretary of the company; or

• for a proprietary company that has a sole director who is also the sole company secretary, that director.

Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company's share registry before the Meeting or at the registration desk on the day of the Meeting.

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Notice of Annual General Meeting

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box opposite the Resolution. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate boxes. If you do not mark any of the boxes next to a Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution, your vote will be invalid.

Chair voting undirected proxies

If the Chair is your proxy, the Chair will cast your votes in accordance with your directions on the Proxy Form. If you do not mark any of the boxes on the Resolutions, then you expressly authorise the Chair to vote your undirected proxies at his/her discretion.

As at the date of this Notice of Meeting, the Chair intends to vote undirected proxies FOR Resolutions 1, 2 and 3. In exceptional cases the Chair’s intentions may subsequently change and in this event, the Company will make an announcement to the market.

Poll

All Resolutions shall be conducted by poll.

Voting entitlement (snapshot date)

For the purposes of determining voting and attendance entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 4.00pm (Perth time) on Sunday, 21 November 2021 . Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

By Order of the Board of Directors Metals X Limited

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Shannon Coates Company Secretary 22 October 2021

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to Shareholders of Metals X Limited ACN 110 150 055 ( Company ) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Liberty Conference Centre, Ground Floor, 197 St Georges Terrace, Perth WA 6000 on Tuesday, 23 November 2021 commencing at 10.00 am (Perth time).

The Directors recommend Shareholders read the accompanying Notice of Annual General Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Unless otherwise defined, the Terms used in this Explanatory Memorandum are defined in section 6.

2. Consider the Company’s 2021 Annual Report

In accordance with the Corporations Act, the first item of the Notice deals with the consolidated annual financial statements of the Company for the financial year ended 30 June 2021, together with the Directors’ declaration and report in relation to that financial year and the auditor’s report on those annual financial statements.

Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No Resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chair will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the auditor in relation to the conduct of the audit.

Written questions to the Company’s auditor relevant to the content of the auditor’s report or the conduct of the audit may be submitted to the Company no later than 16 November 2021.

3. Resolution 1 – Approval of the Remuneration Report

3.1 FY2021 Remuneration Report

The Annual Report for the year ended 30 June 2021 contains a Remuneration Report that sets out the details of the remuneration of all Directors and Key Management Personnel during the financial year. In addition, it describes the Board’s remuneration policy. In accordance with section 250R(2) of the Corporations Act the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company's 2021 Annual Report.

The Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report at the Meeting. In addition, Shareholders will be asked to vote on the Remuneration Report.

The Board submits the Remuneration Report to Shareholders for their consideration and adoption by way of a non-binding Resolution as required by the Corporations Act.

The Resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s remuneration policies.

Any undirected proxies held by the Chair will be voted in favour of Resolution 1.

The Company encourages all Shareholders to cast their vote in relation to Resolution 1.

3.2 Corporations Act Requirements

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of Directors of the Company ( Spill

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Explanatory Memorandum

Resolution ) if, at consecutive Annual General Meetings, at least 25% of the votes cast on a Remuneration Report resolution are voted against adoption of the Remuneration Report and at the first of those Annual General Meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those Annual General Meetings.

If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must convene the Extraordinary General Meeting ( Spill Meeting ) within 90 days of the second Annual General Meeting.

All of the Directors who were in office when the Company’s Directors’ Report (as included in the Company’s Annual Financial Report for the financial year immediately before the second Annual General Meeting) was approved, other than any Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Director is approved will be the Directors of the Company.

The FY2021 Remuneration Report sets out the Company’s remuneration arrangements for Directors and Key Management Personnel. The Remuneration Report is part of the Directors’ Report contained in the FY2021 Annual Financial Report.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

3.3 Voting Restrictions

The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. However, these persons may cast a vote on Resolution 1 if:

• (a) the person does so as a proxy;

• (b) the vote is not cast on behalf of a member of the Key Management Personnel or a Closely Related Party of such a member; and either

• (i) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution: or

• (ii) the proxy is the chair of the meeting and the appointment of the chair as proxy:

  • (A) does not specify the way the proxy is to vote on the resolution; and

  • (B) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

4. Resolution 2 – Re-election of Peter Gunzburg as a Director

4.1 Background

Mr Peter Gunzburg retires by rotation in accordance with ASX Listing Rule 14.5 and Rule 38.1 of the Company’s Constitution, and being eligible, offers himself for re-election.

• 4.2 Election of Peter Gunzburg

Mr Gunzburg has over 40 years’ experience acting as a public company director, stockbroker and investor. Mr Gunzburg has previously been a director of Resolute Ltd, Australian Stock Exchange Ltd, Eyres Reed Ltd, CIBC World Markets Australia Ltd and Fleetwood Corporation Ltd.

Mr Gunzburg is the Chair of the Board, Chair of the Remuneration and Nominations Committee and member of the Audit and Risk committee.

Mr Gunzburg is an independent non-executive director and has been a director of the Company since 10 July 2020.

If Resolution 2 is passed, Peter Gunzberg will be elected as a Director of the Company. If Resolution 2 is not passed, Peter Gunzberg will not be elected as a Director of the Company.

4.3 Directors’ recommendation

The Directors (other than Mr Gunzburg in the case of the Resolution applicable to his own election) recommend that Shareholders vote in favour of Resolution 2.

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Explanatory Memorandum

Any undirected proxies held by the Chair will be voted in favour of Resolution 2.

5. Resolution 3 – Replacement of Constitution

5.1 General

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 3 is a special resolution which, if passed, will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is updated to ensure it reflects the current provisions of the Corporations Act and the ASX Listing Rules. Given the current Constitution was approved by Shareholders in 2017, the Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution, rather than to amend a multitude of specific provisions. This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 2017.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature. The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Memorandum, however, a summary of the proposed material changes is set out below at Section 5.2.

A copy of the Proposed Constitution can be sent to Shareholders upon request to the Company Secretary (08 9322 1587). Shareholders are invited to contact the Company if they have any queries or concerns.

5.2 Summary of material proposed changes

The key practical differences between the existing Constitution and the Proposed Constitution are outlined below. Please note that this is not an exhaustive summary and focuses only on the material changes in the Proposed Constitution.

(a) Use of technology at Meetings (rule 23)

A new rule 23 has been inserted to provide that a general meeting of the Company may be held at two or more venues, provided the meeting is facilitated by technology that gives Shareholders as a whole a reasonable opportunity to participate in the meeting. In particular, if the Directors determine that a meeting shall not be held at a physical location and will instead be facilitated by instantaneous communication, the instantaneous communication device that is used must give the Shareholders as a whole a reasonable opportunity to participate in the Meeting and also enable the Shareholders to vote on a show of hands or on a poll. New rules 2.4 and 31.13 support this new rule 23 in expressly allowing for the electronic communications and signing of documents, and the electronic receipt of proxy appointments for meetings respectively.

(b) Direct Voting (rule 29)

A new rule 29 has been added which allows Shareholders who are entitled to attend and vote on a resolution at that Meeting are entitled to a direct vote in respect of that resolution (ie. including delivery to the Company by way of post, fax or other electronic means as approved and prescribed by the Directors).

(c) Term of office of Directors (rule 40.13)

Rule 38.13 of the existing Constitution has been updated to accept nominations for directors (other than those eligible for election or re-election) up to 35 Business Days (or 30 Business Days for meetings that Members have requested Directors to call) in general meetings so as to comply with the requirements in ASX Listing Rule 14.3.

(d) Remuneration of Directors (rule 41)

Rule 39 of the existing Constitution has been amended to provide that any fees paid for professional or consulting services provided by non-executive directors shall not form part of the non-executive director fees for the purposes of the cap on aggregate director fees that can be paid to non-executive directors.

• (e) Directors Meetings (rule 46.11)

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Explanatory Memorandum

Rule 44.11 of the existing Constitution has been amended to allow directors to consent to a resolution for the purposes of Rule 46.9 and Rule 46.10, by either signing the document, by providing the Company with a written notice (including electronic), or by telephoning either the secretary or Chair of the Board to signify his or her assent to the resolution.

• (f) Dividends (rule 63)

Rule 61 of the existing Constitution has been amended to clarify that different methods of payments are available to Members when paying Dividends, as well as dealing with circumstances of unclaimed Dividends.

• (g) Distribution of accounts (rule 70.5)

Rule 68.5 of the existing Constitution has been amended to expressly contemplate the provision of the Company’s annual report being readily available and transmissible online and electronically.

• (h) Notices

A new rule 80.17 has been inserted to prescribe when a notice of meeting and all associated documents provided by the Company to a Shareholder shall be deemed to have been given to that Shareholder.

• (i) Restricted Securities (rule 83)

Rule 81 of the existing Constitution has been amended so as to be compliant with Listing Rule 15.12 which states that an entity’s constitution must provide for each of the provisions outlined in Listing Rule 15.12. The new rule 83 contains restrictions around the dealing of Restricted Securities, in particular that a holder of Restricted Securities must not dispose of those securities during the escrow period applicable to them. Further, if Restricted Securities are in the same class as quoted securities of the Company, the holder will be taken to have agreed that their Restricted Securities be kept on the Company’s issue sponsored sub-register and are to have a holding lock applied during the escrow period.

5.3 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

Any undirected proxies held by the Chair will be voted in favour of Resolution 3.

6. Interpretation

ASIC means the Australian Securities and Investments Commission;

Associate has the meaning given to that term in the Listing Rules;

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange;

Board means the board of directors of the Company;

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the regulations for the purposes of this definition;

Company means Metals X Limited;

Constitution means the constitution of the Company from time to time;

Corporations Act means the Corporations Act 2001 (Cth) as amended, varied or replaced from time to time;

Director means a director of the Company;

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Explanatory Memorandum

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting;

Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity;

Listing Rule means the official listing rules of the ASX as amended from time to time;

Meeting or Annual General Meeting means the annual general meeting to be held on Tuesday, 23 November 2021;

Notice of Meeting or Notice means the notice of meeting giving notice to shareholders of the Meeting, accompanying this Explanatory Memorandum;

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders;

Resolution means a resolution proposed at the Meeting;

Share means an ordinary fully paid share in the issued capital of the Company;

Shareholder means a holder of Shares in the Company.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Shannon Coates ( Company Secretary ):

Suite 5, 62 Ord Street WEST PERTH WA 6005 (08 9322 1587)

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AWST) on Sunday, 21 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 185495

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Metals X Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Metals X Limited to be held at the Liberty Conference Centre, Ground Floor, 197 St Georges Terrace, Perth WA 6000 on Tuesday, 23 November 2021 at 10:00 AM (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Remuneration Report
Resolution	2	Election of Peter Gunzburg as Director
Resolution	3	Replacement of Constitution

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / /	/ /

2 8 1 7 1 9 A

M L X