METALSGROVE MINING LTD — Capital/Financing Update 2024

May 6, 2024

DESPATCH OF PROSPECTUS AND ENTITLEMENT & ACCEPTANCE FORM

Date 7 May 2024 ASX Code MGA

Shares on Issue

Global multi-metal resource exploration company MetalsGrove Mining Limited (ASX: MGA)( MGA or the Company ) refers to its non-renounceable entitlement issue of one (1) New Share for every one (1) existing Share, with one (1) attaching option, first announced to ASX on 29 April 2024 ( Offer ). The Offer is made under a prospectus lodged with ASIC on 29 April 2024 ( Prospectus ).

Details of the electronic link by which persons holding shares at 7.00pm (AEST) on Thursday, 2 May 2024 ( Eligible Shareholders ) can access the Prospectus and personalised entitlement and acceptable forms were despatched to Eligible Shareholders today.

52,710,000

The Prospectus includes an Entitlement and Acceptance Form outlining Eligible Shareholders’ entitlement under the Offer. The closing date for the Offer is 5.00pm (AEST) Monday 20 May 2024 (unless extended).

Company Directors

Mr Richard Beazley Non-Executive Chairperson

Mr Lijun Yang Managing Director and CEO

Mr Haidong Chi Non-Executive Director

Mr John Reynolds Non-Executive Director Alternate to Mr Haidong Chi

Mr Peter Stern Non-Executive Director

Chief Financial Officer Ms Rebecca Broughton

As there were no persons holding shares on the record date with an address outside Australia or New Zealand, no shareholders were deemed to be ineligible.

Further details of the Offer, including details on how eligible shareholders may accept the Offer, are set out in the Prospectus. Eligible Shareholders should consider the Prospectus in deciding whether to acquire securities under the Offer and follow the instructions set out in the personalised application form that accompanies the Prospectus.

The letter to Eligible Shareholders accompanies this announcement.

-ENDS-

Authorised for release by the MetalsGrove Mining Limited Board of Directors.

Company Secretary Ms Rebecca Broughton

About MetalsGrove

Contact Details

6/123A Colin Street West Perth WA-6005 T: + 61 8 6388 2725

MetalsGrove Mining Limited (ASX: MGA) is a global multi-metal resource exploration company focused on exploring its portfolio of high-quality lithium projects in Zimbabwe and multi-metals projects, including rare earth, copper-gold, manganese, and base metal projects in Western Australia and the Northern Territory of Australia.

E: info@metalsgrove.com.au W: metalsgrove.com.au

ACN: 655 643 039

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7 May 2024

Dear shareholder

Important notice

On 29 April 2024, MetalsGrove Mining Limited ( MGA or the Company ) announced a pro-rata nonrenounceable Entitlement Issue of new fully paid ordinary shares ( Entitlement Issue ). Under the Entitlement Issue, eligible shareholders are entitled to subscribe for 1 New Share for every 1 existing Share held at 7:00pm Australian Eastern Standard Time ( AEST ) on 2 May 2024 ( Record Date ), at the Offer Price of $0.04 per New Share to raise up to approximately $2.1 million before issue costs. For each New Share issued, the holder will also receive 1 attaching Option.

A prospectus dated 29 April 2024 ( Prospectus ) for the Entitlement Issue was lodged with ASIC on that day and is available to view on the ASX website.

An electronic copy of the Prospectus and your Entitlement and Acceptance Form is available and accessible by you (using your Securityholder Reference Number ( SRN ) or Holder Identification Number ( HIN ) from your latest Holding Statement, and your postcode) at the following link: https://investor.automic.com.au. Shareholders wishing to obtain a paper copy of the Prospectus should call MGA’s share registry, Automic Registry Services ( Automic ) on 1300 288 664 or emailing hello@automicgroup.com.au and asking them to mail a paper copy of the Prospectus and your Entitlement and Acceptance Form to you free of charge.

Shareholders should read the Prospectus in full prior to making an application under the Entitlement Issue. Your application under the Entitlement Issue must be made by making payment in accordance with the personalised payment instructions on your Entitlement and Acceptance Form which is available through the online facility of Automic.

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You do not need to return your Entitlement and Acceptance Form.

To download the Prospectus and your Entitlement and Acceptance Form, you have the following three choices:

	I already have an online accountwith Automic		https://investor.automic.com.au Select: “Existing Users Sign In”.Once you have successfully signed in, click on “Documents andStatements”.
			Download the Prospectus and Entitlement and AcceptanceForm. Submit your payment using the payment details providedon your Entitlement and Acceptance Form.Do not return your Entitlement and Acceptance Form.
	I don’t have an online account with		https://investor.automic.com.au/#/signup
	Automic – but wish to register forone		Select: MGA from the dropdown list in the ISSUER field. Enteryour holder number SRN / HIN (from your latest HoldingStatement). Enter your Postcode (Aust only) or Country ofResidence (if not Australia). Tick box “I am not a robot”, thenNext Complete prompts.Once you have successfully signed in, click on “Documents and
			Statements”.Download the Prospectus and Entitlement and AcceptanceForm. Submit your payment using the payment details providedon your Entitlement and Acceptance Form.Do not return your Entitlement and Acceptance Form.
	I don’t have an online account withAutomic – but want to use Automicfor this Offer only		https://investor.automic.com.au/#/loginsah Select: MGA from the dropdown list in the ISSUER field.Enter your holder number SRN / HIN (from your latest HoldingStatement). Enter your Postcode (Aust only) or Country ofResidence (if not Australia). Tick box “I am not a robot”, thenAccess.
			Once you have successfully signed in, click on “Documents andStatements”.Download the Prospectus and Entitlement and AcceptanceForm. Submit your payment using the payment details providedon your Entitlement and Acceptance Form.
			Do not return your Entitlement and Acceptance Form.

If you are unable to access https://investor.automic.com.au online, you can obtain a copy of the Prospectus and your Entitlement and Acceptance Form – initially by calling Automic Group on 1300 288 664 or emailing hello@automicgroup.com.au and asking them to mail a paper copy of the Prospectus and your Entitlement and Acceptance Form to you free of charge. After your request has been acknowledged by Automic you will need to provide your SRN or HIN and postcode to complete this request. To apply under the Entitlement Issue using these paper copy documents, you will still need to make payment via BPAY® or via Electronic Funds Transfer (EFT).

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The Entitlement Issue closes at 5:00 pm (AEST time) on 20 May 2024.

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These dates are indicative only and subject to change. MGA reserves the right to change any date including to extend the closing date of the Entitlement Issue, to close the Entitlement Issue early, to accept late acceptances either generally or in particular cases, or to withdraw or reduce the size of the Entitlement Issue without notice. Any extension of the closing date will have a consequential effect on the issue date of new shares.

If you have any query or question about the Entitlement Issue, please contact MGA’s share registrar as follows:

Automic Registry Services

Email: hello@automicgroup.com.au

Phone: 1300 288 664 (within Australia), or +61 2 9698 5414 (international) between 8:30 am and 6:00pm (AEST) Monday to Friday.

Yours faithfully

Lijun Yang Managing Director and CEO MetalsGrove Mining Limited

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