Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Metro Mining Limited
ACN/ARSN	ACN 117 763 443
1. Details of substantial holder (1)
Name	Nebari Partners, LLC, Nebari Partners GP, LLC, Nebari Partners GP III, LLC, Nebari Natural Resources AIV I, LP and Nebari Natural Resources AIV II, LP (the foregoing persons collectively being the Substantial Holders).
ACN/ARSN (if applicable)	N/A
The holder became a substantial holder on	3 April 2024

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares (Shares)	421,000,000	421,000,000	8.754%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Nebari Natural Resources AIV I, LP	Relevant interest arises under section 608(1)(a) of the Corporations Act 2001 (Cth) (Corporations Act) as the registered holder of the Shares	210,500,000 Shares
Nebari Partners GP, LLC	Relevant interest arises under sections 608(1)(b) and 608(1)(c) of the Corporations Act by virtue of Nebari Partners GP, LLC being General Partner of Nebari Natural Resources AIV I, LP. and, in that capacity, having power to exercise (or control the exercise of) rights to vote the Shares and power to dispose of (or control the exercise of a power to dispose of) the Shares.	210,500,000 Shares
Nebari Natural Resources AIV II, LP	Relevant interest arises under section 608(1)(a) of the Corporations Act as the registered holder of the securities	210,500,000 Shares
Nebari Partners GP III, LLC	Relevant interest arises under sections 608(1)(b) and 608(1)(c) of the Corporations Act by virtue of Nebari Partners GP III, LLC, LLC being General Partner of Nebari Natural Resources AIV II, LP. and, in that capacity, having power to exercise (or control the exercise of) rights to vote the Shares and power to dispose of (or control the exercise of a power to dispose of) the Shares.	210,500,000 Shares

	Nebari Partners, LLC	Relevant interest arises under sections 608(1)(b) and 608(1)(c) of the Corporations Act by virtue of Nebari Partners, LLC being a manager of Nebari Natural Resources AIV I, LP and Nebari Natural Resources AIV II, LP and, in that capacity, having power to exercise (or control the exercise of) rights to vote the Shares and power to dispose of (or control the exercise of a power to dispose of) the Shares.	421,000,000 Shares
--	----------------------	--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	--------------------

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Each Substantial Holder	Nebari Natural Resources AIV I, LP Nebari Natural Resources AIV	I, LP	210,500,000 fully paid ordinary shares
Each Substantial Holder	Nebari Natural Resources AIV II,	Nebari Natural Resources AIV	210,500,000 fully paid
	LP	II, LP	ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
Nebari Natural Resources AIV I, LP and Nebari Partners GP, LLC	3 April 2024 by way of issue of Shares pursuant to the exercise of Warrants (a copy of the Warrant Deed Poll is attached as Annexure A)	\$1,511,811	126,300,000 Shares
Nebari Natural Resources AIV I, LP and Nebari Partners GP, LLC	20 February 2024 by way of issue of Shares pursuant to the exercise of Warrants (a copy of the Warrant Deed Poll is attached as Annexure A)	\$1,007,874	84,200,000 Shares
Nebari Natural Resources AIV II, LP and Nebari Partners GP III, LLC	3 April 2024 by way of issue of Shares pursuant to the exercise of Warrants (a copy of the Warrant Deed Poll is attached as Annexure A)	\$1,511,811	126,300,000 Shares
Nebari Natural Resources AIV II, LP and Nebari Partners GP III, LLC	20 February 2024 by way of issue of Shares pursuant to the exercise of Warrants (a copy of the Warrant Deed Poll is attached as Annexure A)	\$1,007,874	84,200,000 Shares
Nebari Partners, LLC	Same as for Nebari Natural Resources AIV I, LP and Nebari Natural Resources AIV II, LP	N/A – deemed relevant interests	Same as for Nebari Natural Resources AIV I, LP and Nebari Natural Resources AIV II, LP

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holders are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
The Substantial Holders	Nebari Partners, LLC of 667 Madison Avenue, 5th Floor, New York, New York 10065, USA

Signature

Signed on behalf of the substantial holders

print name	Daniel Freuman	capacity	Co-Manager
sign here		date	April 5 2024

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"
(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is Annexure A of 15 pages (including this page) referred to in the accompanying Form 603

	Signed on behalf of the Substantial Holders
	print name Daniel Freuman	capacity	Authorised signatory
sign here		Date	April 5 2024

The copies of the documents attached to this Annexure A are true copies of the original.

Metro Mining Limited

Warrant Deed Poll

Allens Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000 T +61 2 9230 4000 F +61 2 9230 5333 www.allens.com.au

1		Definitions and Interpretation	3
	1.1	Definitions	3
	1.2	Interpretation	4
2		Title and Rights	5
	2.1	Constitution and Form of Warrants	5
	2.2	Benefit and Enforcement	5
	2.3	Warrant Register and Warrant Certificates	6
	2.4	Subscription Rights	6
3		Exercise of the Warrants and Lapse	6
	3.1	Exercise by Notice	6
	3.2	Contents of Exercise Notice	6
	3.3	Dispute regarding Exercise Notice	6
	3.4	Lapse of Warrants	7
	3.5	Date and place of Warrant Completion	7
	3.6	Obligations of the Company	7
	3.7	Obligations of the Warrant Holder	7
4		Ranking and Quotation	8
5	Takeover threshold	8
6	Participation in New Issues of Shares		9
7		Adjustments	9
8		Fractions of Shares	10
9		Resolution of Disputes on Adjustments	10
	9.1	Adjustment Disputes	10
	9.2	Reference to Expert	10
	9.3	Expert's instructions	10
	9.4	Procedure	11
	9.5	Conclusiveness of report	11
	9.6	Costs	11
10		Transfers of Warrants	11
	10.1	Transfers by the Warrant Holder	11
	10.2	Effecting a transfer	11
11		Miscellaneous	11
	11.1	Governing Law	11
	11.2	Notices	11
	11.3	Amendment	12
	11.4	Replacement Certificates	12
	11.5	Authorisation	12

This Deed Poll is made on 2023 30 March

Parties

1 Metro Mining Limited (ABN 45 117 763 443) of Level 2, 247 Adelaide St Brisbane, QLD 4000 (the Company).

Recitals

A The Company has determined to create Warrants, exercisable into Shares on the terms and subject to the conditions set out in this Deed Poll.
B The Company enters into this Deed Poll for the benefit of each person who is a Warrant Holder from time to time.

1 Definitions and Interpretation

1.1 Definitions

The following definitions apply unless the context requires otherwise.

ASX means ASX Limited (ABN 98 008 624 691).

Bonus Issue means a pro rata issue of securities to the Shareholders for which no consideration is payable by them.

Business Day means a day, other than Saturday or Sunday, on which banks are open in Brisbane and New York.

Cleansing Statement has the meaning given in clause 4(a)(iii).

Company means Metro Mining Limited (ABN 45 117 763 443) .

Corporations Act means the Corporations Act 2001 (Cth).

Dividend means any dividend or distribution of any kind (including a return of capital) on the class of capital represented by the Shares, whether in cash or otherwise and however described:

(a) including a Dividend in Shares;
(b) excluding a Bonus Issue; and
(c) including any other issue of shares or other securities credited as fully or partly paid by way of capitalisation of profits or reserves.

Dividend in Shares means any issue of Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves which is to be, or may at the election of the Shareholders be, issued instead of the whole or any part of a cash Dividend which the Shareholders concerned would or could otherwise have received.

Encumbrance means any security interest, mortgage, pledge, charge, lien (other than in the Company's constitution), or other security interest securing any obligation of any person or any other agreement or arrangement of any kind have a similar effect, including any "security interest" as defined in sections 12(1) or (2) of the Personal Property Securities Act 2009 (Cth).

Exercise Consideration has the meaning given in clause 3.2(c).

Exercise Notice means a notice given pursuant to clause 3.1, and in the form and setting out the details required under clause 3.2.

Expert means an independent chartered accountant or investment bank:

(a) agreed by the Company and the relevant Warrant Holder; or

(b) failing prompt agreement, nominated (at the request of either the Company or the relevant Warrant Holder) by the President for the time being of the Institute of Chartered Accountants in Australia.

Listing Rules means the official listing rules of ASX.

Nominee means a person nominated by a Warrant Holder in an Exercise Notice as being the person to whom the Relevant Shares are to be issued on the relevant Warrant Completion.

Relevant Shares has the meaning given in clause 3.2(b).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the registered holder of a Share.

Trading Day has the meaning given to that term in the Listing Rules.

Warrant means an option to subscribe for one Share at the Warrant Exercise Price on and subject to the terms and conditions in this Deed Poll.

Warrant Certificate means a certificate evidencing the Warrant Holder as the registered holder of any one or more Warrants, and substantially in the form set out in Attachment 1.

Warrant Completion means completion of the issue of a Share on exercise of a Warrant in accordance with clause 3.

Warrant Exercise Period means the period commencing on the date of issue of each Warrant and ending at 5.00pm (Brisbane time) on the third anniversary after the date of issue of each Warrant.

Warrant Exercise Price has the meaning given in the Warrant Subscription Agreement.

Warrant Holder means a person whose name appears in the Warrants Register as the holder of any one or more Warrants from time to time.

Warrants Register means the register of Warrants evidencing the Warrant Holder in respect of each Warrant.

Warrant Subscription Agreement means the Warrant Subscription Agreement dated on or about the date of this Deed Poll between (a) the Company, as issuer, and (b) Nebari Natural Resources AIV I, LP and Nebari Natural Resources AIV II, LP, as subscribers.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

(a) The singular includes the plural, and the converse also applies.
(b) A gender includes all genders.
(c) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(d) A reference to a person includes a natural person, corporation, trust, partnership, fund, unincorporated body or other entity, whether or not it comprises a separate legal entity.
(e) A reference to a clause or Attachment is a reference to a clause of, or attachment to, this Deed Poll.
(f) A reference to a party to this deed or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives).
(g) A reference to an agreement, deed or document (including a reference to this deed) is to the agreement, deed or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Deed Poll or that other agreement or document or by any other related agreement or document.
(h) A reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
(i) A reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible and tangible form.
(j) Mentioning anything after includes, including, for example or similar expressions, does not limit what else might be included.
(k) A reference to a right or obligation of any two or more people comprising a single party confers that right, or imposes that obligation, as the case may be, on each of them severally and each two or more of them jointly. A reference to that party is a reference to each of those people separately (so that, for example, a representation or warranty by that party is given by each of them separately).
(l) A reference to a day means a day in the jurisdiction where the relevant obligation is to be performed.
(m) A reference to conduct includes an omission, statement or undertaking, whether or not in writing.
(n) A reference to dollars and A\$ is to Australian currency.

2 Title and Rights

2.1 Constitution and Form of Warrants

(a) The Warrants are issued on the terms and conditions of this Deed Poll, which are binding on the Company in favour of each Warrant Holder and all persons claiming through or under them respectively.
(b) Each Warrant confers the right (but not the obligation) on the Warrant Holder to subscribe for a Share on the terms and subject to the conditions set out in this Deed Poll.
(c) The Company undertakes to comply with the terms and conditions of this Deed Poll and specifically, but without limitation, to give effect to the exercise rights in accordance with the terms of this Deed Poll.
(d) The Company undertakes to provide to each Warrant Holder (upon request by that Warrant Holder) a certified copy of this Deed Poll.

2.2 Benefit and Enforcement

(a) This Deed Poll is a deed poll. Each Warrant Holder from time to time has the benefit of this Deed Poll and can enforce it even though they may not be in existence at the time this Deed Poll is executed.
(b) A Warrant Holder may enforce its rights under this Deed Poll independently from any other Warrant Holder.
(c) Each Warrant Holder, and any person claiming through a Warrant Holder, who asserts an interest in a Warrant is bound by this Deed Poll.

2.3 Warrant Register and Warrant Certificates

(a) The Company must create and maintain the Warrants Register in accordance with the Corporations Act, and must update the Warrants Register on the exercise or transfer of a Warrant in accordance with this Deed Poll.
(b) Title to the Warrants passes by registration of a transfer in the Warrants Register.
(c) The Warrants may be evidenced by Warrant Certificates.

2.4 Subscription Rights

(a) Subject to clause 2.4(b), each Warrant gives the holder of that Warrant the right to subscribe for one Share at the Warrant Exercise Price.
(b) The Warrant Exercise Price and the number of Shares issued on the exercise of a Warrant will be subject to adjustment as provided in clause 7.

3 Exercise of the Warrants and Lapse

3.1 Exercise by Notice

(a) Subject to clause 5, a Warrant Holder may exercise any or all of its Warrants by giving notice to the Company (an Exercise Notice), provided that an Exercise Notice may only be given during the Warrant Exercise Period.
(b) Subject to clause 10, on the exercise of a Warrant, the Warrant Holder may direct the Company to issue the Share to a Nominee in place of itself.
(c) For the avoidance of doubt, the exercise of a Warrant does not prevent the Warrant Holder from exercising any other Warrants it may hold at any later time.

3.2 Contents of Exercise Notice

An Exercise Notice must:

(a) be substantially in the form set out in Attachment 2;
(b) specify the number of Warrants being exercised and the number of Shares to be issued (the Relevant Shares);
(c) specify the consideration payable to the Company on Warrant Completion (the Exercise Consideration), equal to the sum of the number of Warrants specified in that notice multiplied by the Warrant Exercise Price;
(d) specify whether the Relevant Shares are to be issued to the Warrant Holder or to its Nominee and, in the case of the latter, set out the name, place of incorporation or registration (if applicable) and registered office or relevant address of the Nominee;
(e) specify a time and date on which Warrant Completion is to take place (which date must be not less than 2 Business Days and not more than 10 Business Days after the date on which that notice is given); and
(f) be dated and signed by an authorised officer of the Warrant Holder (and, where the Relevant Shares are to be issued to a Nominee, counter-signed by an authorised officer of the Nominee).

3.3 Dispute regarding Exercise Notice

(a) If, upon receipt of an Exercise Notice, the Company disagrees with the content of the Exercise Notice, the Company must, within 1 Business Day of receipt of the Exercise Notice, inform the Warrant Holder of the nature of the disagreement.

(b) Any dispute regarding the disagreement will be resolved in accordance with clause 9.
(c) Irrespective of any dispute regarding an Exercise Notice and the manner in which any such dispute is resolved (including through the replacement of the Exercise Notice with a substitute Exercise Notice):
(i) the Warrant Holder will for the purposes of this Deed Poll be deemed to have given an Exercise Notice in respect of the Warrants the subject of the original Exercise Notice at the time that the original Exercise Notice is served on the Company;
(ii) the Company's obligation to issue and allot the Relevant Shares arising from the Exercise Notice will be suspended in respect of that number of Relevant Shares which are the subject of the disagreement (Disputed Shares) until such dispute is resolved; and
(iii) if any dispute is resolved, then the Company must comply with its obligations under clause 4.

3.4 Lapse of Warrants

Any Warrant in respect of which an Exercise Notice has not been given to the Company during the Warrant Exercise Period will automatically lapse on the expiry of the Warrant Exercise Period.

3.5 Date and place of Warrant Completion

Warrant Completion will take place at the registered office of the Company at the time and on the date specified in the relevant Exercise Notice (or at such other time, date or place as the Company and the Warrant Holder may agree).

3.6 Obligations of the Company

(a) Within 1 Business Day of receipt of an Exercise Notice, the Company will notify in writing the Warrant Holder who has delivered an Exercise Notice of its bank account (which must be in A\$)to which the Exercise Consideration shall be paid at Warrant Completion.
(b) Subject to clause 5, on Warrant Completion and subject to payment of the relevant Exercise Consideration to the Company, the Company will in accordance with this Deed Poll and the terms of the relevant Exercise Notice:
(i) issue and allot the Relevant Shares;
(ii) enter the Warrant Holder or its Nominee (as applicable) into the register of members of the Company as the registered holder of the Relevant Shares;
(iii) take those steps referred to below at clause 4(a)(iii); and
(iv) procure the execution and delivery of any further documentation in relation to, or the taking of any action to effect, the issue and allotment of the Relevant Shares to the Warrant Holder or its Nominee (as applicable).
(c) If a Warrant Holder exercises only part of its holding of Warrants, the Company shall issue to the Warrant Holder a new Warrant Certificate in respect of the remaining Warrants.
(d) A Warrant Holder or Nominee who is issued Relevant Shares under clause 3.6(b) agrees to be bound by the Company's constitution in respect of its holding of Relevant Shares.

3.7 Obligations of the Warrant Holder

On Warrant Completion, the Warrant Holder must deliver to the Company:

(a) the Exercise Consideration by delivery of immediately available funds in an amount equal to the Exercise Consideration to the Company's bank account nominated in accordance with clause 3.6(a); and
(b) any Warrant Certificate for the Warrants exercised.

4 Ranking and Quotation

(a) The Company undertakes to each Warrant Holder that on each Warrant Completion:
(i) the Relevant Shares will be issued fully paid, will rank pari passu with existing issued Shares (including in relation to dividend rights) and will be immediately transferable (subject only to the restrictions required or imposed under applicable laws and the Company's constitution);
(ii) the Warrant Holder will acquire good marketable title to the Relevant Shares, free and clear of any Encumbrance;
(iii) the Company must give to ASX, on the date on which each Warrant Completion occurs, a written notice in compliance with section 708A(5)(e) of the Corporations Act which complies with the requirements in section 708A(6) of the Corporations Act (Cleansing Statement) or otherwise within one month after Warrant Completion lodge a disclosure document to ensure that the Relevant Shares are able to be sold or transferred without disclosure to investors under the Corporations Act in the 12 month period after the date of issue of those Relevant Shares; or
(iv) that occurs because the Company has notified the Warrant Holders of a proposed new issue under clause 6 below and the Warrant Holder has exercised Warrants:
- (A) if the Company is required to issue a Cleansing Statement in respect of the new issue, that Cleansing Statement must also relate to the Relevant Shares issued on Warrant Completion provided that Warrant Completion occurs before (but not more than 5 Business Days before) the time at which the Company issues that Cleansing Statement for the new issue; and
- (B) if the Company issues a written notice in compliance with section 708AA(2)(f) of the Corporations Act which complies with section 708AA(7) of the Corporations Act (Rights Issue Cleansing Statement) in respect of that new issue, the Company must give to ASX at the same time or, if Warrant Completion has not occurred at that time, before 10.00am on the date on which Warrant Completion occurs, a Cleansing Statement in respect of the Relevant Shares issued on Warrant Completion.
(b) The Company will, in accordance with the Listing Rules, apply for the Relevant Shares issued at any Warrant Completion to be listed for quotation on ASX and any other securities exchange on which Shares are quoted at the time of that Warrant Completion and cause to be issued to the Warrant Holder a certificate or holding statement for the Relevant Shares.
(c) The Warrants will not be listed for quotation on ASX or any other securities exchange.

5 Takeover threshold

Notwithstanding anything in this Deed Poll:

(a) a Warrant Holder must not exercise any Warrant where a consequence of the issue of Relevant Shares would result in any person's voting power (as defined in Chapter 6 of the Corporations Act) exceeding 20% (Proscribed Outcome); and
(b) the Company shall have no obligation to issue any Relevant Shares, and shall be entitled to disregard any Exercise Notice where the issue of the Relevant Shares would result in a Proscribed Outcome.

6 Participation in New Issues of Shares

(a) The Company must notify the Warrant Holders of any new pro rata issue (including pro rata issues of shares or securities in a corporation other than the Company) at least ten Business Days before the record date for that proposed issue.
(b) In the case of a placement of Shares, provided the Warrant Holder has provided an Exercise Notice to the Company on the day of announcement of the placement to ASX, the Company shall use all reasonable endeavours to ensure that:
(i) the Relevant Shares are issued at the same time as the Shares are issued pursuant to the placement; and
(ii) the Cleansing Notice lodged with ASX in relation to the Shares issued under the Placement also extends to the Relevant Shares.
(c) A Warrant Holder does not have a right to participate in new issues without exercising the Warrant.

7 Adjustments

(a) In the event of any reorganisation of capital of the Company, all rights of a Warrant Holder will be changed to the extent necessary to comply with the Listing Rules at the time of the re-organisation.
(b) The Warrants will not give any right to participate in Dividends until Relevant Shares are allotted pursuant to the exercise of the relevant Warrants. The Company will provide 15 Business Days' notice to the Warrant Holders prior to the record date for the relevant Dividend to allow the Warrant Holders (should they elect to do so), to exercise their Warrants pursuant to section 3.1 and to be issued Shares prior to the record date for the relevant Dividend so that they may receive the relevant Dividend.
(c) In the event that a pro rata issue (except a Bonus Issue) is made to Shareholders, the Warrant Exercise Price will be reduced according to the following formula as amended in accordance with the Listing Rules from time to time (provided that if the application of the formula results in a number that is less than zero, the Warrant Exercise Price will be reduced to zero):

O' = O-
$$
\frac{E[P-(S+D)]}{N+1}
$$

where:

O' = the new Warrant Exercise Price.

O = the old Warrant Exercise Price.

E = the number of underlying Shares into which one Warrant is exercisable.
P = the volume weighted average market price per Share of the Shares in the Company calculated over the five Trading Days

ending on the day before the ex rights date or ex entitlements date.

S = the subscription price for a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share.
(d) The number of Shares to be issued pursuant to the exercise of Warrants will be adjusted for Bonus Issues made prior to exercise of Warrants. The number of Shares the subject of the Warrants will be increased so that upon exercise of the Warrants the number of Shares issued to a Warrant Holder will include the number of bonus Shares that would have been issued if the Warrants had been exercised and Shares allotted prior to the record date for the Bonus Issue. The Warrant Exercise Price shall not change as a result of any such Bonus Issue.
(e) The Company must notify each Warrant Holder and ASX within one month after the record date for a pro-rata or Bonus Issue of the adjustment to the number of Shares over which a Warrant exists and/or the adjustment to the Warrant Exercise Price.
(f) Except as provided in clauses 7(c) and 7(d), an issue of Shares or other securities by the Company will not change either the number of Shares underlying the Warrants or the Warrant Exercise Price.

8 Fractions of Shares

No fractions of a Share will be issued on the exercise of any Warrant and no refund will be made to a Warrant Holder exercising their rights in respect of that part of the subscription moneys which represent such a fraction (if any), provided that if more than one Warrant is exercised at the same time by the same Warrant Holder then, for the purposes of determining the number of Shares issuable upon the exercise of such Warrants and whether (and, if so, what) fraction of Shares arises, the number of Shares arising on the exercise of each Warrant is to first be aggregated.

9 Resolution of Disputes on Adjustments

9.1 Adjustment Disputes

This clause 9 applies to any disputes between a Warrant Holder and the Company in relation to:

(a) the content or form of an Exercise Notice served by a Warrant Holder under clause 3;
(b) any adjustment contemplated by clause 7; or
(c) the number of Shares issuable on the exercise of Warrants under clause 8,

(for the purposes of this clause 9, an Adjustment Dispute).

9.2 Reference to Expert

If an Adjustment Dispute has not been resolved within ten Business Days of it arising, either the Company or the Warrant Holder may, by notice in writing to the other party, require the Adjustment Dispute to be referred to an Expert for resolution.

9.3 Expert's instructions

The Expert must be instructed to:

(a) decide the Adjustment Dispute within the shortest practicable time; and

(b) deliver a report containing the Expert's opinion with respect to the matters in dispute in the Adjustment Dispute and clearly stating the reasons for the decision.

9.4 Procedure

The Expert will determine the procedure for resolution of the Adjustment Dispute. The relevant Warrant Holder and the Company will provide all information and assistance reasonably requested by the Expert for the purpose of resolving the Adjustment Dispute.

9.5 Conclusiveness of report

The Expert will act in the capacity of an independent expert, not as an arbitrator. The Expert's decision will be conclusive and binding on the relevant Warrant Holder and the Company, except in the case of manifest error.

9.6 Costs

The relevant Warrant Holder and the Company will each bear their own costs arising from the resolution of an Adjustment Dispute under this clause 9. The relevant Warrant Holder and the Company will share the costs of the Expert in equal proportions or as the Expert may otherwise determine.

10 Transfers of Warrants

10.1 Transfers by the Warrant Holder

(a) Warrants may only be transferred in accordance with this Deed Poll and all applicable laws and regulations of each relevant jurisdiction.
(b) The Warrant Holder undertakes, that it will comply with Chapter 6D of the Corporations Act as it applies at the relevant time, including with respect to any applicable restrictions as to on-sale to retail investors over the 12 month period following the date of issue.
(c) Warrants are only transferable with the prior written consent of the Company.

10.2 Effecting a transfer

Any transfer of a Warrant pursuant to clause 10.1 may be effected upon the delivery to the Company of the Warrant Certificate, if any, in respect of that Warrant together with a duly executed instrument of transfer in any usual or common form approved by the Company, and at which time the Company will reflect the transfer in the Warrants Register and issue a new Warrant Certificate in respect of that Warrant in the name of the transferee (and, if applicable, in the name of the transferor if the transferor will retain Warrants in its own name) in accordance with clause 2.3.

11 Miscellaneous

11.1 Governing Law

The Warrants are governed by, and are to be construed in accordance with, the laws of Queensland.

11.2 Notices

The provisions of the Company's constitution as to notices to shareholders apply mutatis mutandis to notices to Warrant Holders.

11.3 Amendment

This Deed Poll, as it applies between the Company and any Warrant Holder, may be amended only by another agreement in writing executed by the Company and agreed to in writing by the holders of greater than 50% of the Warrants on issue at the time.

11.4 Replacement Certificates

If a Warrant Certificate is lost, stolen, worn out, defaced or destroyed, it may be renewed on such terms as to evidence, identity, indemnity and expense incurred by the Company in investigating or verifying title as the directors of the Company may reasonably think fit, provided that in the case of defacement or being worn out the Warrant Certificate must be surrendered before a new Warrant Certificate is issued.

11.5 Authorisation

The Company is entitled to rely on the signatures on any form of transfer and any Exercise Notice, and shall have no duty to verify any signature on such documents.

Allens >< Linklaters

Warrant Deed Poll

Executed as a Deed Poll.

Signed sealed and delivered as a deed poll in accordance with section 127 of the Corporations Act 2001 by Metro Mining Limited: Mf;

Director Signature /

Symons MW SLEE

Print Name

Director/Secretary Signature Robin 60teS

Print Name

Attachment 1

Warrant Certificate

METRO MINING LIMITED WARRANT CERTIFICATE

Certificate No:	[*insert number]
Date of Issue:	[*insert date]
Name and Address of Warrant Holder:	[*insert name]
Number of Warrants:	[*insert number]

THIS IS TO CERTIFY THAT [*insert name] of [*insert address] is/are the registered holder(s) of the above number of Warrants, which Warrants are issued under the Subscription Agreement between [INSERT], [INSERT], [INSERT], [INSERT] and Metro Mining Limited (ABN 45 117 763 443) (the Company) dated [*insert date] 2023, as amended from time to time (the Subscription Agreement), and are subject to the terms and conditions set out in the instrument entered into by the Company by way of deed poll relating to the Warrants to subscribe for Shares dated [*insert date] (the Deed Poll). Terms defined in the Deed Poll have the same meanings when used in this Warrant Certificate.

Each Warrant carries the right to subscribe for one new fully paid ordinary share in the Company at a price per share equal to A\$[*] (as may be adjusted in accordance with the terms and conditions of the Deed Poll referred to above).

Dated: [*insert date]

Executed in accordance with section 127 of the Corporations Act 2001 (Cth) by Metro Mining Limited:

Director Signature Director/Secretary Signature

Print Name Print Name

Attachment 2

Warrant Exercise Notice

To: The Company Secretary Metro Mining Limited (the Company)

This Notice is given pursuant to clause 3.1 of the deed poll entered into by the Company relating to the Warrants to subscribe for Shares dated [*insert date] 2023 (the Deed Poll). Terms defined in the Deed Poll have the same meanings when used in this Warrant Exercise Notice.

TAKE NOTICE that [*insert name of Warrant Holder] exercises [*insert number] Warrants set out below and requires that, on Warrant Completion, the Company issue the Relevant Shares to [*insert name of Warrant Holder/the Nominee set out below], in accordance with the Deed Poll and following payment to the Company of the Exercise Consideration calculated below. Warrant Completion is to take place at [*insert time] (Brisbane time) on [*insert date] at [the offices of the Company] (or at such other time and place as the Company and the Warrant Holder may agree).

The number of Relevant Shares to which this Notice relates is [*insert number of Shares].

The Exercise Consideration payable to the Company in respect of this exercise of Warrants is A\$[*insert Australian dollar amount].

[The details of the Nominee to which this Notice relates are: [*insert name], [[incorporated / registered] in [*insert place]], of [*insert registered office / relevant address].

[*insert name of Warrant Holder/the Nominee set out below] consents to becoming a member of the Company, and agrees to be bound by the Company's constitution upon the issue of the Relevant Shares.