METRO MINING LIMITED - Capital/Financing Update 2022

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

8 August 2022

Dear Shareholder

SHARE PURCHASE PLAN

On behalf of the board of directors of Metro Mining Limited (ACN 117 763 443) (ASX: MMI) ( Metro ), it gives me great pleasure to offer you the opportunity to purchase up to $30,000 in additional fully paid ordinary shares in Metro ( Shares ) under this share purchase plan ( SPP ).

Metro has also recently completed a placement to institutional and sophisticated investors, at an issue price of $0.02 per Share, to raise $25.4 million ( Placement ). Metro intends to cap total funds raised under the SPP to $2 million, which, together with the funds raised under the Placement, will be used for the Bauxite Hills Mine expansion project and further growth, as Metro seeks to ensure its operational expansion to 7Mtpa is delivered on time and budget. The board of directors of Metro reserves the right, in its absolute discretion, to accept oversubscriptions.

The SPP will be available to shareholders on Metro's Share register at 7.00pm (AEST) on 27 July 2022 ( Record Date ), and which have a registered address in Australia or New Zealand ( Eligible Shareholders ).

The SPP provides Eligible Shareholders with the opportunity to acquire additional Shares at $0.02 per Share, being the same issue price as under the Placement ( Issue Price ).

The Issue Price represents a discount of 16.7% to the closing price of Metro Shares on 26 July 2022 (the last day of trading before Metro announced the Placement and SPP).

There are no transaction costs or brokerage costs to participating Metro shareholders.

The SPP closes at 5.00pm (AEST) on 22 August 2022 . If you intend to participate in the SPP, your application and funds must be received by then. Metro reserves its right to close the SPP early. This letter and the accompanying material sets out the terms and conditions of the SPP. Additional information about Metro, including all ASX announcements, is available at www.metromining.com.au. Or please call the Information Line on 1300 552 270 (within Australia) or +61 3 9415 4000 (outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday.

The board of directors of Metro encourages you to consider this opportunity, and thanks you for your continued support.

Yours faithfully

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Douglas Ritchie Chairman Metro Mining Limited

TERMS AND CONDITIONS

OFFER DETAILS

Issue Price	$0.02 per Share
Application Amounts	Any amount (subject to a minimum of $2,000 and a maximum of $30,000)
Record Date	27 July 2022 7.00pm (AEST)
Closing Date	22 August 2022 5.00pm (AEST)
Allotment Date	29 August 2022
Quotation Date	30 August 2022
Holding
Statement	31 August 2022
Dispatch Date

HOW DO I ACCEPT?

To participate, you should either:

(a) return your Application Form, together with a cheque, by 5.00pm (AEST) on 22 August 2022 ; or
(b) pay the Application Amount via BPAY so the payment is received by 5.00pm (AEST) on 22 August 2022 .

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.

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.

Applications cannot be withdrawn once submitted.

The market price of Metro's Shares may vary at any time during the offer period and Metro's Shares may trade at a price that is lower than the Issue Price. Accordingly, there is no relationship

between the Issue Price and the market price of Metro's Shares moving forward.

By accepting the SPP offer, you accept the risk that the market price of Metro's Shares may fall below the Issue Price between the date of this offer and the Allotment Date, which will affect the value of the Shares you receive (and you may have been able to buy the Shares at a lower price than the Issue Price).

By making an application, you represent to Metro the matters set out under the heading ‘Your representations’ in these terms and conditions and in the Application Form.

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.

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

Application Amount	Shares issued# (subject to scale-back)
$2,000 100,000
$10,000 500,000
$20,000 1,000,000
$30,000 1,500,000

Fractions (if any) will be rounded down, and any marginal Application Amount remaining as a result of such rounding may be retained by Metro. For example, if a total Application Amount of $2,000.01 is received, 100,000 Shares will be issued to the relevant applicant (assuming no scale-back) with a combined Issue Price of $2,000, and the $0.01 balance retained by Metro. Eligible Shareholders are therefore encouraged to pay the Application Amount equal to the number of Shares they wish to apply for. 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.

Multiple holdings

If you are the only registered holder of Metro 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.

Joint holders

If you are a joint holder of Metro 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.

Trustee or nominee

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

DIRECTORS, OFFICERS AND EMPLOYEES

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

SCALE-BACK

Metro may, in its absolute discretion, scale-back applications under the SPP to the extent and in the manner that it sees fit.

Factors that Metro 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 Metro (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 decisions are made by the board of directors of Metro and are final.

ASX QUOTATION

After Shares are issued and allotted under the SPP, Metro 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.

METRO'S RIGHTS

Metro retains absolute discretion to increase the total amount raised under the SPP offer, or accept applications for a total amount lower than $2 million. The board of directors of Metro reserves the right, in its absolute discretion, to accept oversubscriptions.

Metro 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.

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

Metro 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. Metro 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 Metro that you are an Eligible Shareholder and will not forward this document to any person outside Australia or New Zealand;
(b) represent that you are not in the United States or acting for the account or benefit of a person in the United States;
(c) understand that the Shares 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 United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws;
(d) represent that you are not applying for Shares with an Application Amount of more than $30,000 under this offer (including by instructing a custodian to acquire Shares on your behalf under this offer);
(e) the total Application Amount for the following does not exceed $30,000:
(i) the Shares the subject of your application;
(ii) any other Shares issued to you under this offer or any similar arrangement in the 12 months before the application (excluding Shares applied for but not issued);
(iii) any other Shares you have instructed a custodian to acquire for your benefit under this offer; and
(iv) 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 any Shares on your behalf under an arrangement similar to this offer;
(f) acknowledge and agree that if you are acting as a trustee, nominee or custodian:
(i) each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand (or such other

countries as Metro may have agreed in writing having regard to applicable laws); and

(ii) you have not sent this document or any other materials relating to the SPP to any person outside Australia or New Zealand (or such other countries as Metro may have agreed in writing having regard to applicable laws);
(g) authorise Metro (and its officers and agents) to correct any error in, or omission from, your Application Form and complete an incomplete Application Form;
(h) accept the risks associated with any refund that may be sent to your address or to your nominated bank account as shown on Metro's Share register;
(i) acknowledge that Metro may at its discretion determine that your Application Form is valid, even if the Application Form is invalid;
(j) irrevocably and unconditionally agree to these terms and conditions; and
(k) acknowledge that Metro is not liable for any exercise of its discretions referred to in these terms.

FOREIGN OFFER RESTRICTIONS

This document does not constitute an offer of Shares in any jurisdiction in which it would be unlawful. In particular, the Shares 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, registration under the US Securities Act and applicable US state securities laws. Persons in the United States may not, directly or indirectly, participate in the SPP.

This document may not be distributed to any person, and the Shares may not be offered or sold, in any country outside Australia or New Zealand.

OTHER INFORMATION

The Offer is non-renounceable, which means that you cannot transfer your right to purchase Shares under the SPP to anyone else. Shares issued under the SPP will rank equally in all respects with existing Metro 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 Metro is speculative. You should therefore obtain independent financial and taxation advice before making an investment decision.

For all enquiries:

Phone:

(within Australia) 1300 552 270

Metro Mining Limited ABN 45 117 763 443

(outside Australia) 61 3 9415 4000

Make your payment:

See overleaf for details of the SPP offer and how to make your payment

Share Purchase Plan Application Form

 [Your payment must be received by 5.00pm (AEST) on Monday, 22 August 2022]

This is an important document that requires your immediate attention.

It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the constitution of Metro Mining Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Metro Mining Limited Shares on the terms of the Share Purchase Plan (SPP).

In addition, by making payment you certify that:

You are not applying for Shares with an application price of more than $30,000 under the SPP offer (including by instructing a custodian to acquire Shares on your behalf under the SPP offer); and
The total of the application price does not exceed $30,000 in relation to:
a) the Shares that are the subject of this application; and
b) any other Shares issued to you under the SPP offer or any similar arrangement in the 12 months before the application (excluding Shares applied for but not issued).

Metro Mining Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by Metro Mining Limited will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. Metro Mining Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all Eligible Shareholders even where Metro Mining Limited does not notify you of that event.

If you are a custodian within the definition of 'custodian' in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , you must complete and submit an additional 'custodian certificate' that contains additional certifications required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 before your application will be processed. The custodian certificate can be obtained by contacting Computershare Investor Services Pty Limited on 1300 552 270 or +61 3 9415 4000. Applications received by custodians that are not accompanied by a custodian certificate will be rejected.

Step 1: Registration Name & SPP offer Details

Details of the shareholding and the SPP offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

Note that Shares may be purchased in any amount subject to a minimum of $2,000 and a maximum of $30,000. Note that the amount chosen may be subject to scale back in accordance with the terms of the SPP.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. Do not return the payment slip with BPAY payment.

By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " Metro Mining Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Metro Mining Limited Share Purchase Plan Application Form Payment must be received by 5.00pm (AEST) on Monday, 22 August 2022

® Registered to BPAY Pty Limited ABN 69 079 137 518

Turn over for details of the SPP offer è

291284_0_COSMOS_Sample_CA/000001/000001/i

Share Purchase Plan Application Form

Registration Name & SPP offer Details

Registration Name:

[For your security keep your SRN/] HIN confidential. Entitlement No:

SPP offer Details:

7.00pm (AEST) on Wednesday, 27 July 2022

Record date: Minimum value $2,000 available to purchase: Maximum value $30,000 available to purchase:

Make Your Payment by 5.00pm (AEST) on Monday, 22 August 2022

To avoid postal delay make your payment via BPAY either online or by phone with your bank using the payment details below.

BPAY Cheque, bank draft or money order Biller Code:  Make your cheque, bank draft or money order payable to " Metro Mining Limited " Ref No: and cross " Not Negotiable ". Return your payment with the below payment slip to: Computershare Investor Services Pty Limited Contact your financial institution to make your GPO BOX 505 Melbourne Victoria 3001 Australia

Contact your financial institution to make your payment from your cheque or savings account.

BPAY

Neither Computershare Investor Services Pty Limited ( CIS ) nor Metro Mining Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time. Eligible Shareholders should use the customer reference number shown on this Application Form when making a BPAY payment.

MAIL

Neither CIS nor Metro Mining Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.

Privacy Notice

The personal information you provide on this form is collected by CIS, as registrar for the securities issuer (the issuer ), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at www.computershare.com/au/privacy-policies.

Detach here

Purchase Details for Metro Mining Limited

Amount between $2,000 and $30,000

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A$ .
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You may apply for any amount subject to a minimum of $2,000 and a maximum of $30,000.

Entitlement No:

BPAY is the most efficient and secure form of payment. Your BPAY payment details are shown above.

Contact & Cheque Details

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Contact Daytime
Name Telephone
Drawer Cheque Number BSB Number Account Number Amount of Cheque
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