METRO MINING LIMITED — Capital/Financing Update 2023

Aug 29, 2023

Proposed issue of securities

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Announcement Summary

Entity name

METRO MINING LIMITED

Announcement Type

New announcement

Date of this announcement

30/8/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
MMIAP	SUBSCRIPTION WARRANTS	68,412,528

Proposed +issue date 30/8/2023

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

METRO MINING LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 117763443

1.3 ASX issuer code

MMI

1.4 The announcement is

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New announcement

1.5 Date of this announcement

30/8/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

MMIAP : SUBSCRIPTION WARRANTS

Number of +securities proposed to be issued

68,412,528

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

The Subscription Warrants are being issued in conjunction with a Loan Agreement entered into between MMI and Nebari Natural Resources Credit Fund I, LP and Nebari Natural Resources Credit Fund II, LP (Nebari) in March 2023. Ingatatus AG Pty Ltd and Lambhill Pty Ltd are receiving the Subscription Warrants as consideration for agreeing to subordinate their security in favour of Nebari. Subject to the terms of the Warrant Subscription Agreement, if any of the Subscription Warrants are exercised by the Subscribers (i.e. either Ingatatus AG Pty Ltd or Lambhill Pty Ltd) and shares are to be issued, consideration is payable by the Subscriber, equal to the number of Subscription Warrants specified in an Exercise Notice multiplied by the Warrant Exercise Price.

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

400,322.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date 30/8/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

30/5/2023

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Nil.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The Subscription Warrants are being issued to Ingatatus AG Pty Ltd and Lambhill Pty Ltd as consideration for their agreement to subordinate their security to Nebari.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The issue of Subscription Warrants to Ingatatus AG Pty Ltd and Lambhill Pty Ltd was approved by shareholders at MMI's Annual General Meeting on 30 May 2023.

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