MIDAS MINERALS LTD — AGM Information 2023

Mar 29, 2023

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Mark Calderwood Managing Director Date: 21 March 2023

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Midas Minerals Ltd ACN 625 128 770

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held as follows:

Time and date: 10:00am (AWST) on Friday, 5 May 2023 Location: Conference Room, The Quest, 54 Kings Park Rd, West Perth WA 6005

The Notice of Annual General Meeting should be read in its entirety.

If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company on (08) 9489 2670.

Shareholders are urged to vote by lodging the Proxy Form

Midas Minerals Ltd ACN 625 128 770 (Company)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Midas Minerals Ltd ( Company ) will be held at Conference Room, The Quest, 54 Kings Park Rd, West Perth WA 6005, on Friday, 5 May 2023 at 10:00am (AWST) ( Meeting ).

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00am (AWST) on Wednesday, 3 May 2023.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2022, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.

Note: there is no requirement for Shareholders to approve the Annual Report.

2 Resolutions

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

‘That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.’

Note : a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Director – Michael Naylor

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

‘ That, Michael Naylor, who retires in accordance with Article 7.2(b)(iv) of the Constitution and Listing Rule 14.5 and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected as a Director, on the terms and conditions in the Explanatory Memorandum. ’

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Resolution 3 – Approval of 10% Placement Facility

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

‘ That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, on the terms and conditions in the Explanatory Memorandum. ’

Resolution 4 – Approval of New Plan

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

‘ That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the new employee incentive scheme of the Company known as the ‘Midas Minerals Ltd Employee Securities Incentive Plan’ ( New Plan ) and the issue of Equity Securities under the New Plan, on the terms and conditions in the Explanatory Memorandum. ’

Resolution 5 – Approval of potential termination benefits under the New Plan

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

‘That, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Equity Securities issued or to be issued under the New Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.’

Resolution 6 – Modification of existing Constitution

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

‘That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, the Constitution of the Company be modified by making the amendments contained in the document tabled at this Meeting and signed by the Chair for the purposes of identification, with effect from the date this Resolution is passed.’

Resolution 7– Approval of issue of Director Performance Rights

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

‘That, pursuant to and in accordance with Listing Rule 10.14, sections 195(4) and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of up to

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3,500,000 Director Performance Rights to the Directors (or their respective nominees) under the New Plan as follows:

• (a) up to 2,000,000 Director Performance Rights to Mark Calderwood;

• (b) up to 500,000 Director Performance Rights to Sara Kelly;

• (c) up to 500,000 Director Performance Rights to Michael Naylor; and

• (d) up to 500,000 Director Performance Rights to Michael Wilson,

on the terms and conditions in the Explanatory Memorandum.’

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Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

Resolution 3 : if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

Resolution 4: by or on behalf of a person who is eligible to participate in the New Plan, or any of their respective associates.

Resolution 7(a), (b), (c) and (d): by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the New Plan, or any of their respective associates, or their respective nominees.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibitions

Resolution 1 : In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) 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.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

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Resolution 4, Resolution 5 and Resolution 7(a), (b), (c) and (d) : In accordance with sections 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

In addition to the above, in accordance with section 200E(2A) of the Corporations Act, a vote on Resolution 5 must not be cast by any participants or potential participants in the New Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person’s future retirement.

However, a vote may be cast by such a person if:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and

• (b) it is not cast on behalf of the person or an associate of the person.

Further, in accordance with section 224 of the Corporations Act, a vote on Resolution 7(a), (b), (c) and (d) must not be cast (in any capacity) by or on behalf of a related party of the Company to whom these Resolutions would permit a financial benefit to be given, or an associate of such a related party.

However, the above prohibition does not apply if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the relevant Resolution; and

• (b) it is not cast on behalf of a related party of the Company to whom the relevant Resolution would permit a financial benefit to be given, or an associate of such a related party.

Please note : If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

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BY ORDER OF THE BOARD

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Mark Calderwood Managing Director Midas Minerals Ltd Dated: 21 March 2023

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Midas Minerals Ltd ACN 625 128 770 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Conference Room, The Quest, 54 Kings Park Rd, West Perth WA 6005, on Friday, 5 May 2023 at 10:00am (AWST) ( Meeting ).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Annual Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolution 2 – Re-election of Director – Michael Naylor
Section 6	Resolution 3 – Approval of 10% Placement Facility
Section 7	Resolution 4 – Approval of New Plan
Section 8	Resolution 5 – Approval of potential termination benefits under the New Plan
Section 9	Resolution 6 – Modification of existing Constitution
Section 10	Resolution 7 – Approval of issue of Director Performance Rights
Schedule 1	Definitions
Schedule 2	Summary of material terms of New Plan
Schedule 3	Summary of terms and conditions of Director Performance Rights
Schedule 4	Valuation of Director Performance Rights

A Proxy Form is located at the end of the Explanatory Memorandum.

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2. Voting and attendance information

Shareholders should read this Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has one vote for every fully paid ordinary Share held in the Company.

2.1

Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2 Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

2.3

Voting by proxy

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a ‘proxy’) to vote in their place. All Shareholders are encouraged to vote by completing and returning the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (ii) a proxy need not be a member of the Company; and

• (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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Section 250BC of the Corporations Act provides that, if:

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members;

• (ii) the appointed proxy is not the chair of the meeting;

• (iii) at the meeting, a poll is duly demanded on the resolution; and

• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Your proxy voting instruction must be received by 10:00am (AWST) on Wednesday, 3 May 2023, being not later than 48 hours before the commencement of the Meeting.

2.4

Chair’s voting intentions

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 4, Resolution 5 and Resolution 7(a), (b), (c) and (d) even though these Resolutions are connected directly or indirectly with the remuneration of the Company ’ s Key Management Personnel.

Subject to the following paragraph, the Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

If the Chair is a person referred to in the voting prohibition statement applicable to a Resolution (under section 224 of the Corporations Act), the Chair will only be able to cast a vote as proxy for you on the relevant Resolution if you are entitled to vote and have specified your voting intention in the Proxy Form.

2.5

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at cosec@midasminerals.com by 10:00am (AWST) on Wednesday, 3 May 2022.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

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3. Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 31 December 2022.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at: www.midasminerals.com/investors/asx-announcements ;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (a) the preparation and content of the Auditor's Report;

• (b) the conduct of the audit;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so.

4. Resolution 1 – Remuneration Report

4.1 General

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 31 December 2022 in the 2023 Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors.

If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

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If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2022 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2024 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

4.2 Additional information

Resolution 1 is an ordinary resolution.

Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.

5. Resolution 2 – Re-election of Director – Michael Naylor

5.1

General

Article 7.2(b) and Listing Rule 14.5 both provide that there must be an election of directors at each annual general meeting.

Article 7.2(b)(iv) of the Constitution provides that if no person or director is standing for election or re-election in accordance with the Constitution, any director who wishes to retire and stand for re-election may do so. Otherwise, the person who has been a director the longest without re-election must retire and stand for re-election.

Article 7.3 of the Constitution provides that a retiring director holds office until the conclusion of the meeting at which that director retires but is eligible for re-election.

Michael Naylor was appointed as a director of the Company upon its incorporation on 23 March 2018. Since the Company’s admission to the official list of the ASX on 7 September 2021, Mr Naylor has not stood for re-election at an annual general meeting of the Company. Accordingly, Mr Naylor retires at this Meeting and, being eligible, seeks re-election pursuant to this Resolution 2.

If Resolution 2 is passed, Mr Naylor will be re-elected as a Director of the Company with effect from the conclusion of the Meeting.

If Resolution 2 is not passed, Mr Naylor will not be re-elected as a Director of the Company.

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5.2 Michael Naylor

Mr Naylor has 25 years' experience in corporate advisory and public company management since commencing his career and qualifying as a chartered accountant with Ernst & Young. Mr Naylor has been involved in the financial management of mineral and resources focused public companies serving on the board and in the executive management team focusing on advancing and developing mineral resource assets and business development. He has worked in Australia and Canada and has extensive experience in financial reporting, capital raisings, debt financings and treasury management of resource companies.

Mr Naylor holds a Bachelor of Commerce and is a Chartered Accountant.

Mr Naylor is currently a non-executive director of Bellevue Gold Limited (ASX: BGL), AuTECO Minerals Limited (ASX:AUT), Cygnus Gold Ltd (ASX: CY5) and Bellavista Resources Ltd (ASX: BVR).

Mr Naylor does not currently hold any other material directorships, other than as disclosed in this Notice.

If elected, Mr Naylor is considered by the Board (with Mr Naylor abstaining) to be an independent Director. As a matter of completeness, the Company notes that Mr Naylor is a cofounder and director of Belltree Corporate Pty Ltd, a boutique corporate services business which the Company has engaged to provide secretarial services. Mr Naylor has an indirect interest in Belltree Corporate Pty Ltd through an entity controlled by his spouse. Mr Naylor also holds Performance Rights in the Company, however these have no individual performance-based milestones (only the Company’s general Share price performance and service conditions).

Mr Naylor has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

5.3 Board recommendation

The Board (other than Mr Naylor) recommends that Shareholders vote in favour of this Resolution for the following reasons:

• (a) Mr Naylor's corporate and project finance experience will assist the Company in achieving its strategic objectives in the short and medium term;

• (b) Mr Naylor's contributions to the Board's activities to date have been invaluable and his skills, qualifications, experience will continue to enhance the Board's ability to perform its role; and

• (c) Mr Naylor is a long-standing Board member whose in-depth knowledge and understanding of the Company and its business will be instrumental in the growth of the Company at an important stage of development.

5.4

Additional information

Resolution 2 is an ordinary resolution.

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6. Resolution 3 – Approval of 10% Placement Facility

6.1

General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1.

Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below).

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1.

6.2

Listing Rule 7.1A

(a) Is the Company an eligible entity?

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $ $10,000,615, based on the closing price of Shares ($0.150) on Monday, 20 March 2023.

(b) What Equity Securities can be issued?

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity.

As at the date of this Notice, the Company has on issue one quoted class of Equity Securities, being Shares.

• (c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A = is the number of Shares on issue at the commencement of the Relevant Period:

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• (A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

• (B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

• (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

• (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

• (1) the agreement was entered into before the commencement of the Relevant Period; or

• (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;

• (E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and

• (F) less the number of fully paid Shares cancelled in the Relevant Period.

Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity.

• D = is 10%.

• E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

(d) What is the interaction with Listing Rule 7.1?

The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.

(e) At what price can the Equity Securities be issued?

Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

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• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued, ( Minimum Issue Price ).

(f)

When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of:

• (i) the date that is 12 months after the date of the Meeting;

• (ii) the time and date of the Company's next annual general meeting; or

• (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

(g)

What is the effect of Resolution 3?

The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

6.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

(a) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) above).

(b)

Minimum issue price

Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 6.2(e) above).

(c)

Purposes of issues under the 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital.

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(d) Risk of economic and voting dilution

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

If this Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company may be diluted as shown in the below table (in the case of convertible Securities, only if the convertible Securities are converted into Shares).

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 6.2(c) above) as at the date of this Notice ( Variable A ), with:

• (i) two examples where Variable A has increased, by 50% and 100%; and

• (ii) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.

Shares (Variable A in Listing Rule 7.1A.2)	Dilution
	Issue price per Share $0.075 50% decrease in Current Market Price $0.150 Current Market Price $0.30 100% increase in Current Market Price
66,670,773 Shares Variable A	10% Voting Dilution 6,667,077 Shares 6,667,077 Shares 6,667,077 Shares
	Funds raised $500,031 $1,000,062 $2,000,123
100,006,160 Shares 50% increase in Variable A	10% Voting Dilution 10,000,616 Shares 10,000,616 Shares 10,000,616 Shares
	Funds raised $750,046 $1,500,092 $3,000,185
133,341,546 Shares 100% increase in Variable A	10% Voting Dilution 13,334,155 Shares 13,334,155 Shares 13,334,155 Shares
	Funds raised $1,000,062 $2,000,123 $4,000,247

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Notes:

1. The table has been prepared on the following assumptions:

2. (a) The issue price is the current market price ($0.150), being the closing price of the Shares on ASX on Monday, 20 March 2023, being the latest practicable date before this Notice was signed.

3. (b) Variable A comprises of 66,670,773 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.

4. (c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

5. (d) No convertible Securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.

6. (e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

7. The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

9. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

(e)

Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new investors who are not related parties of or associates of a related party of the Company.

(f) Issues in the past 12 months

The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2022 annual general meeting.

Page 18

In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has not issued or agreed to issue Equity Securities under Listing Rule 7.1A.

At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.

However, in the event that between the date of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.

6.4 Additional information

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 3.

7. Resolution 4 – Approval of New Plan

7.1

General

On 1 October 2022, amendments to the Corporations Act commenced, simplifying the process for incentivising participants under employee share schemes ( ESS ). Division 1A was introduced into Part 7.12 of the Corporations Act, providing a new regime for the making of offers in connection with an ESS ( New Regime ). This regime replaces the relief previously afforded by ASIC Class Order 14/1000 ( Class Order ).

To ensure that the Company’s ESS complies with the New Regime, the Company will adopt, subject to Shareholder approval, a new ESS called the ‘Midas Minerals Ltd Employee Securities Incentive Plan’ ( New Plan ).

Resolution 5 seeks Shareholder approval for the adoption of the New Plan in accordance with Listing Rule 7.2 exception 13(b).

Under the New Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the Company as the Board may decide and on the terms set out in the rules of the New Plan. A summary of the key terms of the New Plan is in Schedule 2. In addition, a copy of the New Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. Shareholders are invited to contact the Company if they have any queries.

7.2 Key changes between the Class Order and New Regime

The following table summarises the key changes implemented by the New Regime. These changes are reflected in the New Plan.

Page 19

	Position under the Class Order	Position under the Class Order	Position under the New Regime
Disclosure	The Class Order mandates certain		If the offer of ESS interests is for no
obligations	information that must be provided		monetary consideration:There are
	to ESS participants.		no prescribed disclosure obligations,
	There is no difference between the disclosure requirements where		other than a statement that the offer is made under Division 1A.
	ESS interests are offered for		If the offer of ESS interests is for
	monetary consideration or for no		monetary consideration:
	monetary consideration.		• Certain prescribed disclosure
			requirements apply. These
			disclosure requirements are similar
			(although different) to the current
			disclosure requirements under the
			Class Order.
			• The participant cannot acquire the
			ESS interests until 14 days after
			receiving the above disclosure.
			This mandates a waiting period
			ensuring a participant has time to
			consider their decision and seek
			legal financial advice.
			• Any associated trust, contribution
			plan and loan arrangement will
			need to comply with specified
			requirements.
Eligible	•	Directors;	• Directors;
participants	•	Full-time and part-time	• Full-time and part-time employees;
		employees;	• Any service providers to the entity
	•	Casual employees and	(with no minimum requirement of
		contractors, provided they work	hours of service provided);
		the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-	• Certain ‘related persons’ to the above.
		time position with the entity.
5% limit	The maximum number of ESS		If the offer of ESS interests is for no
	interests that can be issued under		monetary consideration:There is no
	the Class Order relief over a three-		limit on the number of such ESS
	year period is 5% of the issued		interests that may be issued.
	share capital.		If the offer of ESS interests is for
			monetary consideration:The number
			of ESS interests issued over a three-
			year period must not exceed 5% of the
			issued share capital. Entities may
			specify a different issue cap in their
			constitution.
			The Company is seeking Shareholder
			approval under Resolution 6 to modify
			its Constitution to increase the 5% limit
			to 10%.

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	Position under the Class Order	Position under the New Regime
Suspension	For the Class Order relief to be	The new regime permits an entity to
	available, the entity’s shares must	offer ESS interests regardless of any
	not have been suspended for more	suspension to the trading of its shares.
	than 5 days over the previous
	12 months.
ASIC	A ‘Notice of Reliance’ must be	There are no ASIC lodgement
involvement	submitted to ASIC to rely on the	requirements.
	Class Order relief.	ASIC has the power to require the
		provision of documents necessary in
		order to form an opinion about whether
		the regime has been complied with.
		ASIC has also been given express
		enforcement powers including the
		ability to issue ‘stop orders’.
Criminal	N/A	New ESS related criminal offences
offences		have been introduced regarding
		certain misleading or deceptive
		statements or omissions.

7.3 Listing Rules 7.1 and 7.2, exception 13(b)

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12 month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12 month period.

Listing Rule 7.2, exception 13(b), provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which Shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2, exception 13(b), ceases to be available to the Company if there is a material change to the terms of the New Plan from those set out in this Notice in Schedule 2.

If Resolution 4 is passed, the Company will be able to issue Equity Securities under the New Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years up to a nominated maximum amount without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the New Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

If Resolution 4 is not passed, any issue of Equity Securities pursuant to the New Plan must either be undertaken using the Company’s 15% annual placement capacity under Listing Rule 7.1, or with prior Shareholder approval.

Page 21

7.4 Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the New Plan:

• (a) A summary of the material terms of the New Plan is in Schedule 2.

• (b) As at the date of this Notice, no Equity Securities have been issued under the New Plan. Subject to the prior receipt of Shareholder approval, the Company is proposing to issue up to 3,500,000 Performance Rights under the New Plan to the Directors (or their respective nominees), the subject of Resolution 7(a), (b), (c) and (d).

The Company adopted its Existing Plan as an exception to Listing Rule 7.1 under Listing Rule 7.2, exception 13(b) upon its admission to the official list of the ASX. Since that date, the Company has issued the following Equity Securities under the Existing Plan:

Number of	Type of Security	Recipient(s)	Date of issue
Securities
3,000,000	Performance Rights	Non-Executive	30 June 2022
		Directors: Sara Kelly,
		Michael Wilson and
		Michael Naylor
2,000,000	Performance Rights	Managing Director:	1 July 2022
		Mark Calderwood
900,000	Performance Rights	KMP: Carl Travaglini	30 December 2022
		and other eligible
		participants
500,000	Performance Rights	Employee	28 February 2023

• (c) The maximum number of Equity Securities proposed to be issued under the New Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 4 is 6,700,000 Equity Securities. This number comprises 10% of the Company's Equity Securities currently on issue.

• (d) A voting exclusion statement is included in the Notice.

7.5 Additional information

Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

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8. Resolution 5 – Approval of potential termination benefits under the New Plan

8.1

General

The Corporations Act contains certain limitations concerning the payment of 'termination benefits' to persons who hold a 'managerial or executive office'. The Listing Rules also provides certain limitations on the payment of 'termination benefits' to officers of listed entities.

As is common with employee incentive schemes, the New Plan provides the Board with the discretion to, amongst other things, determine that some or all of the Equity Securities granted to a participant under the New Plan ( Plan Securities ) will not lapse in the event of that participant ceasing their engagement with the Company before such Plan Securities have vested. This 'accelerated vesting' of Plan Securities may constitute a 'termination benefit' prohibited under the Corporations Act, regardless of the value of such benefit, unless Shareholder approval is obtained.

If Resolution 5 is not passed, the Company will not be able to offer ‘termination benefits’ to persons who hold a ‘managerial or executive office’ pursuant to the terms of the New Plan unless Shareholder approval is obtained each and every time such termination benefit is proposed, in accordance with section 200E of the Corporations Act.

8.2

Part 2D.2 of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a 'managerial or executive office' (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by Shareholders in accordance with section 200E of the Corporations Act.

Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the New Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Memorandum.

Under the terms of the New Plan and subject to the Listing Rules and the Corporations Act, the Board possesses the discretion to vary the terms or conditions of the New Plan Securities. Notwithstanding the foregoing, without the consent of the participant in the New Plan, no amendment may be made to the terms of any granted Plan Security which reduces the rights of the participant in respect of that Plan Security, other than an amendment introduced primarily to comply with legislation, to correct any manifest error or mistake or to take into consideration possible adverse tax implications.

As a result of the above discretion, the Board has the power to determine that some or all of a participant's Plan Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Plan Securities.

The exercise of this discretion by the Board may constitute a 'benefit' for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the New Plan who holds:

• (a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their

Page 23

leaving; and

• (b) Plan Securities at the time of their leaving.

8.3

Valuation of the termination benefits

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

The value of the termination benefits that the Board may give under the New Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Plan Securities that will vest or otherwise be affected. The following additional factors may also affect the benefit's value:

• (a) the participant's length of service and the status of the vesting conditions attaching to the relevant Plan Securities at the time the participant's employment or office ceases; and

• (b) the number of unvested Plan Securities that the participant holds at the time they cease employment or office.

In accordance with Listing Rule 10.19, the Company will ensure that no officer of the Company or any of its child entities will, or may be, entitled to termination benefits if the value of those benefits and the terminations benefits that are or may be payable to all officers together exceed 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules, without seeking prior Shareholder approval.

8.4

Additional information

Resolution 5 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 5 due to their potential personal interests in the outcome of the Resolution.

9.

9.1

Resolution 6 – Modification of existing Constitution

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 6 seeks the approval of Shareholders to modify the Company’s existing Constitution to incorporate recent amendments to the Corporations Act regarding the new regime for the making of offers in connection with employee share schemes under Part 7.12 of the Corporations Act.

The Directors believe that it is preferable in the circumstances to simply modify the existing Constitution rather than repealing the entire existing Constitution and replacing it with a new constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders.

Page 24

A copy of the modified Constitution is available for review by Shareholders at the office of the Company. A copy of the modified Constitution can also be sent to Shareholders upon request to the Company Secretary at cosec@midasminerals.com. Shareholders are invited to contact the Company if they have any queries or concerns.

If Resolution 6 is passed, the Company will adopt the modified Constitution with effect from the date this Resolution is passed.

If Resolution 6 is not passed, the Company will not adopt the modified Constitution and, in this regard, not increase the 5% issue cap under the Corporations Act in respect of offers for monetary consideration under the New Plan to 10%.

9.2

Summary of material proposed changes

The proposed amendments provide the ability for the Company to increase the 5% issue cap under the Corporations Act in respect of offers for monetary consideration under the New Plan to 10% (see Resolution 4 above).

Set out below are the proposed modifications to the existing Constitution:

• (a) Insert as new definitions in Article 1.1:

ESS Interests has the meaning under section 1100M(1) of the Corporations Act.

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

• (b) Insert as a new Article 2.8:

2.8 Issue cap for offers involving monetary consideration under an employee incentive scheme

For the purposes of section 1100V(2)(a) of the Corporations Act, the Company may only make an offer of ESS Interests if, at the time the offer is made, the Company reasonably believes:

• (a) the total number of Shares that are, or are covered by, the ESS Interests of the Company that may be issued under the offer; and

• (b) the total number of Shares that are, or are covered by, the ESS Interests that have been issued, or could have been issued, under offers made under the Company’s employee share scheme at any time during the 3 year period ending on the day the offer is made,

do not exceed 10% of the number of Shares actually on issue as at the start of the day the offer is made.

9.3 Additional information

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 6.

Page 25

10. Resolution 7 – Approval of issue of Director Performance Rights

10.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue up to a total of 3,500,000 Performance Rights to the Directors (or their respective nominees) ( Director Performance Rights ), under the New Plan as follows:

Director	Director Performance Rights
Mark Calderwood	2,000,000
Sara Kelly	500,000
Michael Naylor	500,000
Michael Wilson	500,000

The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue of the Director Performance Rights seeks to align the efforts of the Directors in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising with Performance Rights is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer these Director Performance Rights to continue to attract and maintain highly experienced and qualified Board members in a competitive market.

Resolution 7(a), (b), (c) and (d) seek Shareholder approval pursuant to Listing Rule 10.14 and sections 195(4) and 208 of the Corporations Act for the issue of the Director Performance Rights to the Directors (or their respective nominees) under the New Plan.

10.2 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of its Shareholders:

• (a) a director of the entity (Listing Rule 10.14.1);

• (b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and

• (c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by Shareholders.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Performance Rights as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Director Performance Rights to the Directors (or their respective nominees) will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1 or the maximum permitted number of Equity Securities issued under Listing Rule 7.2, exception 13(b).

The effect of Shareholders passing Resolution 7(a), (b), (c) and (d) will be to allow the Company to issue the Director Performance Rights to the Directors (or their respective nominees).

Page 26

If Resolution 7(a), (b), (c) and (d) are not passed, the Company will not be able to proceed with the issue of up to 3,500,000 Director Performance Rights to the Directors (or their respective nominees), and the Company will have to consider alternative commercial means to incentivise Directors.

10.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Performance Rights:

• (a) The Director Performance Rights will be issued under the New Plan to the Directors (or their respective nominees).

• (b) Each of Mark Calderwood, Sara Kelly, Michael Naylor and Michael Wilson fall into the category stipulated by Listing Rule 10.14.1 by virtue of being Directors of the Company. If the Director Performance Rights are issued to a nominee of a Director, that person will fall into the category stipulated by Listing Rule 10.14.2.

• (c) A maximum of 3,500,000 Director Performance Rights will be issued to the Directors (or their respective nominees) in the proportions set out in Section 10.1 above.

• (d) The current total annual remuneration packages for each of the Directors as at the date of this Notice is set out below:

Director	Salary and fees	2022 STI Bonus	Non-cash benefits
	(exclusive of	(exclusive of	(including security-
	superannuation)1	superannuation)	based payments)3
Mark Calderwood	$300,0002	$30,0004	$121,869
Sara Kelly	$60,000	-	$155,289
Michael Naylor	$50,000	-	$155,289
Michael Wilson	$50,000	-	$155,289

Notes :

1. These figures represent the salary and fees (exclusive of superannuation) payable to the Directors for the 2023 financial year.

2. Effective from 1 January 2023, Mr Calderwood’s total fixed remuneration increased from $250,000 (inclusive of superannuation) to $300,000 (exclusive of superannuation). Refer to the Company’s ASX announcement of 9 February 2023 for further information.

3. These non-cash benefits were paid to the Directors during the 2022 financial year and are not a fixed annual component of the Directors’ remuneration packages.

4. Refer to the Company’s ASX announcement of 9 February 2023 for further information.

5. In addition to the above, and subject to the receipt of Shareholder approval, the Company is proposing to issue up to 3,500,000 Director Performance Rights to the Directors (or their respective nominees) in the proportions set out in Section 10.1 above, pursuant to this Resolution 7(a), (b), (c) and (d) .

6. (e) No Equity Securities have previously been issued under the New Plan to the Directors.

7. (f) The Director Performance Rights will be issued on the terms and conditions set out in Schedule 3.

Page 27

• (g) The Board considers that Performance Rights, rather than Shares or Options, are an appropriate form of incentive because they reward the Directors for achievement of sustained growth in the value of the Company. Additionally, the issue of Performance Rights instead of cash is a prudent means of rewarding and incentivising the Directors whilst conserving the Company's available cash reserves.

• (h) The Company has obtained an independent valuation of the Director Performance Rights which is attached at Schedule 4.

• (9) The Director Performance Rights will be issued to the Directors (or their respective nominees) as soon as practicable following the Meeting and in any event not later than three years after the Meeting.

• (i) The Director Performance Rights will be issued for nil cash consideration and will be provided as an incentive component to the Directors’ remuneration packages.

• (j) A summary of the material terms of the New Plan is in Schedule 2.

• (k) No loan will be provided to the Directors in relation to the issue of the Director Performance Rights.

• (l) Details of any securities issued under the New Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• (m) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

• (n) A voting exclusion statement is included in the Notice.

10.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Performance Rights constitutes giving a financial benefit to related parties of the Company.

Given the personal interests of all the Directors in the outcome of this Resolution, the Board is seeking Shareholder approval pursuant to Chapter 2E of the Corporations Act in respect of the issue of the Director Performance Rights. Notwithstanding that the issue of the Director Performance Rights is considered by the Board as reasonable remuneration and therefore falls within the exception stipulated by section 211 of the Corporations Act, the Board considers that there may be potential conflicts of interest should Shareholder approval not be sought.

Page 28

10.5 Information required under Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information is provided in relation to the proposed issue of the Director Performance Rights:

(a) Identity of the related parties to whom Resolution 7(a), (b), (c) and (d) permit financial benefits to be given

Refer to Section 10.3(a) above.

(b) Nature of the financial benefit

Resolution 7(a), (b), (c) and (d) seek Shareholder approval to allow the Company to issue the Director Performance Rights in the proportions specified in Section 10.1 to the Directors (or their respective nominees).

The Director Performance Rights are to be issued in accordance with the New Plan and otherwise on the terms and conditions as detailed in Schedule 3.

The Shares to be issued upon conversion of the Director Performance Rights will be fully paid ordinary Shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares. The Company will apply for official quotation of the Shares on ASX.

(c) Board recommendations

Given the personal interests of all the Directors in the outcome of Resolution 7(a), (b), (c) and (d), the Board declines to make a recommendation to Shareholders in relation to Resolution 7(a), (b), (c) and (d).

(d)

Valuation of financial benefit

Refer to Section 10.3(h) above.

(e) Remuneration of the Directors

Refer to Section 10.3(d) above.

(f) Existing relevant interest of the Directors

At the date of this Notice, the Directors holds the following relevant interests in Equity Securities of the Company:

Director	Shares	Performance Rights
Mark Calderwood	4,382,912	2,000,000
Sara Kelly	500,000	1,000,000
Michael Naylor	2,094,445	1,000,000
Michael Wilson	500,000	1,000,000

Page 29

Assuming that Resolution 7(a), (b), (c) and (d) are approved by Shareholders, all of the Director Performance Rights are issued, vested and exercised into Shares, and no other Equity Securities are issued or exercised (including any existing Performance Rights held by the Directors (or their nominees) as at the date of this Notice), the interests of Directors in the Company would (based on the Share capital as at the date of this Notice) be as follows:

• (i) Mark Calderwood, approximately 9.10% of the Company's issued Share capital;

• (ii) Sara Kelly, approximately 1.43% of the Company's issued Share capital;

• (iii) Michael Naylor, approximately 3.70% of the Company's issued Share capital; and

• (iv) Michael Wilson, approximately 1.43% of the Company's issued Share capital.

(g) Dilution

The issue of the Director Performance Rights will have a diluting effect on the percentage interest of existing Shareholders' holdings if the Director Performance Rights vest and are exercised. The potential dilution if all Director Performance Rights vest and are exercised into Shares is 4.99%. This figure assumes the current Share capital structure as at the date of this Notice and that no Shares are issued other than the Shares issued on exercise of the Director Performance Rights.

The exercise of all of the Director Performance Rights will result in a total dilution of all other Shareholders' holdings of 4.59% on a fully diluted basis (assuming that all other Options and Performance Rights are exercised). The actual dilution will depend on the extent that additional Shares are issued by the Company.

(h) Trading history

The highest and lowest closing market sale prices of the Shares on ASX during the 12 months prior to the date of this Notice were:

Highest : $0.210 per Share on 13 February 2023 Lowest : $0.150 per Share on 20 March 2023

The latest available closing market sale price of the Shares on ASX prior to the date of this Notice was $0.150 per Share on 20 March2023.

(i) Corporate governance

Mark Calderwood is an executive director of the Company and therefore the Board (other than Mark Calderwood) believe that the grant of those Director Performance Rights to Mark Calderwood with performance and service-based millstones is in line with Recommendation 8.2 of the 4[th] Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ).

The Board acknowledges that the grant of the Director Performance Rights to Sara Kelly, Michael Naylor and Michael Wilson, all of whom are Non-Executive Directors of the Company, is contrary to the guidelines in Box 8.2 of the Recommendations, which

Page 30

provides that non-executive directors should not receive performance-based remuneration as it may lead to bias in their decision-making and compromise their objectivity. However, it is considered reasonable in the circumstances to offer these Director Performance Rights to Sara Kelly, Michael Naylor and Michael Wilson for the reasons provided in Section 10.1 above. The Board considers that the grant of these Director Performance Rights does not affect the independence of Sara Kelly, Michael Naylor and Michael Wilson for the purposes of Recommendation 2.3, as there are no individual performance-based milestones (only the Company’s general Share price performance) attaching to these Director Performance Rights.

(j)

Taxation consequences

There are no taxation consequences for the Company arising from the issue of the Director Performance Rights (including fringe benefits tax).

(k) Other information

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 7(a), (b), (c) and (d).

10.6 Additional information

Resolution 7(a), (b), (c) and (d) are ordinary resolutions.

Given the personal interests of all the Directors in the outcome of Resolution 7(a), (b), (c) and (d), the Board declines to make a recommendation to Shareholders in relation to Resolution 7(a), (b), (c) and (d).

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

10% Placement Facility	has the meaning in Section 6.1.
10% Placement Period	has the meaning in section 6.2(f).
$	means Australian Dollars.
Annual Report	means the Directors’ Report, the Financial Report, and Auditor’s Report,
	in respect to the year ended 31 December 2022.
ASX	means the ASX Limited (ACN 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
AWST	means Western Standard Time, being the time in Perth, Western
	Australia.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Class Order	means ASIC Class Order 14/1000.
Closely Related Party	means:
	(a) a spouse or child of the member; or
	(b) has the meaning given in section 9 of the Corporations Act.
Company	means Midas Minerals Ltd (ACN 625 128 770).
Constitution	means the Constitution of the Company.
Corporations Act	means the_Corporations Act 2001_(Cth) as amended.
Director	means a director of the Company.
Director Performance	means up to 3,500,000 Performance Rights to be issued to the
Rights	Directors (or their respective nominees), the subject of Resolution 7(a),
	(b), (c) and (d).
Directors’ Report	means the annual directors’ report prepared under Chapter 2M of the
	Corporations Act for the Company and its controlled entities.
Equity Security	has the same meaning as in the Listing Rules.
ESS	means employee share schemes.
Existing Plan	means the existing Midas Minerals Ltd Employee Securities Incentive
	Plan adopted by the Board on or about 12 July 2021.

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Explanatory	means the explanatory memorandum which forms part of the Notice.
Memorandum
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons
	having authority and responsibility for planning, directing and controlling
	the activities of the Company, or if the Company is part of a
	consolidated entity, of the consolidated entity, directly or indirectly,
	including any Director (whether executive or otherwise) of the Company,
	or if the Company is part of a consolidated entity, of an entity within the
	consolidated group.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Minimum Issue Price	has the meaning in Section 6.2(e).
New Plan	means the proposed new employee securities incentive plan of the
	Company, the subject of Resolution 4.
New Regime	has the meaning given to that term in Section 7.1.
Notice	means this notice of annual general meeting.
Option	means an option, giving the holder the right, but not an obligation, to
	acquire a Share at a predetermined price and at a specified time in the
	future.
Performance Right	means a right to be issued a Share, subject to the satisfaction or waiver
	of specified vesting conditions.
Plan Securities	has the meaning given in Section 8.1.
Proxy Form	means the proxy form attached to the Notice.
Remuneration Report	means the remuneration report of the Company contained in the
	Directors’ Report.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares,
	Options, and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Strike	means a 'no' vote of 25% or more on the resolution approving the
	Remuneration Report.

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Schedule 2 Summary of material terms of New Plan

The following is a summary of the material terms and conditions of the New Plan:

1. ( Eligible Participant ): A person is eligible to participate in the New Plan ( Eligible Participant ) if they have been determined by the Board to be eligible to participate in the New Plan from time to time and are an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company.

This relevantly includes, amongst others:

• (a) an employee or director of the Company or an individual who provides services to the Company;

• (b) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;

• (c) a prospective person to whom paragraphs (a) or (b) apply;

• (d) a person prescribed by the relevant regulations for such purposes; or

• (e) certain related persons on behalf of the participants described in paragraphs (a) to (d) (inclusive).

• ( Maximum allocation ): The Company must not make an offer of Securities under the New Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:

• (a) the total number of Plan Shares (as defined in paragraph 13 below) that may be issued or acquired upon exercise of the convertible securities offered; plus

• (b) the total number of Plan Shares issued or that may be issued as a result of offers made under the New Plan at any time during the previous 3 year period,

would exceed 10% (subject to Shareholder approval of Resolution 6) of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

1. ( Purpose ): The purpose of the New Plan is to:

2. (a) assist in the reward, retention and motivation of Eligible Participants;

3. (b) link the reward of Eligible Participants to Shareholder value creation; and

4. (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

5. ( Plan administration ): The New Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the New Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.

6. ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the New Plan and make an invitation to that Eligible

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Participant to apply for Securities on such terms and conditions as the Board decides. An invitation issued under the New Plan will comply with the disclosure obligations pursuant to Division 1A.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation. A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

1. ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the New Plan rules and any ancillary documentation required.

2. ( Terms of Convertible Securities ): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the New Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

1. ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

2. ( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, and subject to Board approval, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the New Plan rules, or such earlier date as set out in the New Plan rules.

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1. ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the New Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

2. ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the New Plan rules: any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

1. ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

2. ( Rights attaching to Plan Shares ): All Shares issued under the New Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the New Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

3. ( Disposal restrictions on Securities ): If the invitation provides that any Plan Shares or Convertible Securities are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

4. ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights

1. ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of

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the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

1. ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the New Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the New Plan and determine that any amendments to the New Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the New Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

1. ( Plan duration ): The New Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the New Plan for a fixed period or indefinitely, and may end any suspension. If the New Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

2. ( Employee Share Trust ): The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding securities for holders under the Plan and delivering Shares on behalf of holders upon exercise of Options or Performance Rights.

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Schedule 3 Summary of terms and conditions of Director Performance Rights

The terms and conditions of the Director Performance Rights ( Performance Rights ) are set out below:

1. ( Entitlement ): Subject to the terms and conditions set out below, each Performance Right, once vested, entitles the holder to the issue of one fully paid ordinary share in the capital of the Company ( Share ).

3. ( Issue Price ): The Performance Rights are issued for nil cash consideration.

4. ( Vesting Conditions ): Subject to the terms and conditions set out below, the Performance Rights will have the vesting conditions ( Vesting Condition ) specified below:

5. (a) in respect to the Performance Rights to be issued to Mark Calderwood:

Class	Number of	Vesting Condition
	Performance Rights
Class K	1,000,000	The holder remaining employed by the
		Company as Managing Director at all times
		for a continuous period of 24 months from
		the date of issue of the Performance Rights.
Class L	1,000,000	The share price of the Company’s Shares as
		traded on the ASX achieving a volume
		weighted average market price of $0.50 per
		Share or more over 20 consecutive trading
		days on which Shares have actually traded.

• (b) in respect to the Performance Rights to be issued to each of Sara Kelly, Michael Naylor and Michael Wilson:

Class	Number of	Vesting Condition
	Performance Rights
Class L	500,000	The share price of the Company’s Shares as
		traded on the ASX achieving a volume
		weighted average market price of $0.50 per
		Share or more over 20 consecutive trading
		days on which Shares have actually traded.

1. ( Vesting ): Subject to the satisfaction of the Vesting Condition, the Company will notify the Holder in writing ( Vesting Notice ) within 3 Business Days of becoming aware that the relevant Vesting Condition has been satisfied.

2. ( Expiry Date ): The Performance Rights will expire and lapse on the first to occur of the following:

3. (a) the Vesting Condition becoming incapable of satisfaction due to the cessation of employment of the holder with the Company (subject to the exercise of the Board’s discretion under the Plan); and

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• (b) 5:00pm (AWST) on the date which is 5 years after the date of issue of the Performance Rights,

( Expiry Date ).

1. ( Exercise ): At any time between receipt of a Vesting Notice and the Expiry Date (as defined in paragraph 5 above), the holder may apply to exercise Performance Rights by delivering a signed notice of exercise to the Company Secretary. The holder is not required to pay a fee to exercise the Performance Rights.

2. ( Issue of Shares ): As soon as practicable after the valid exercise of a vested Performance Right, the Company will:

3. (a) issue, allocate or cause to be transferred to the holder the number of Shares to which the holder is entitled;

4. (b) issue a substitute Certificate for any remaining unexercised Performance Rights held by the holder;

5. (c) if required, and subject to paragraph 8, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

6. (d) do all such acts, matters and things to obtain the grant of quotation of the Shares by ASX in accordance with the Listing Rules.

7. ( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of the Performance Rights may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act. The Company is authorised by the holder to apply a holding lock on the relevant Shares during the period of such restriction from trading.

8. ( Ranking ): All Shares issued upon the conversion of Performance Rights will upon issue rank equally in all respects with other Shares.

9. ( Transferability of the Performance Rights ): The Performance Rights are not transferable, except with the prior written approval of the Company at its sole discretion and subject to compliance with the Corporations Act and Listing Rules.

10. ( Dividend rights ): A Performance Right does not entitle the holder to any dividends.

11. ( Voting rights ): A Performance Right does not entitle the holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

12. ( Quotation of the Performance Rights ) The Company will not apply for quotation of the Performance Rights on any securities exchange.

13. ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder will be varied in accordance with the Listing Rules.

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1. ( Entitlements and bonus issues ): Subject to the rights under paragraph 16, holders will not be entitled to participate in new issues of capital offered to shareholders such as bonus issues and entitlement issues.

2. ( Bonus issues ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of Shares which must be issued on the exercise of a vested Performance Right will be increased by the number of Shares which the holder would have received if the holder had exercised the Performance Right before the record date for the bonus issue.

3. ( Return of capital rights ): The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

4. ( Rights on winding up ): The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

5. ( Takeovers prohibition ): The issue of Shares on exercise of the Performance Rights is subject to and conditional upon:

6. (a) the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

7. (b) the Company not being required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Performance Rights.

8. ( No other rights ): A Performance Right does not give a holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

9. ( Amendments required by ASX ): The terms of the Performance Rights may be amended as considered necessary by the Board in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the holder are not diminished or terminated.

10. ( New Plan ): The Performance Rights are issued pursuant to and are subject to the New Plan. In the event of conflict between a provision of these terms and conditions and the New Plan, these terms and conditions prevail to the extent of that conflict.

11. ( Constitution ): Upon the issue of the Shares on exercise of the Performance Rights, the holder will be bound by the Company’s Constitution.

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Schedule 4 Valuation of Director Performance Rights

	Class K	Class L
Valuation methodology	Black-Scholes Option Pricing	Monte Carlo Simulation
	Methodology	Methodology
Number of Performance	1,000,000	2,500,000
Rights
**Underlying Share price1 **	$0.15	$0.15
Risk-free rate2	3.527%	3.527%
Volatility	100%	100%
Value per Director	$0.15	$0.1297
Performance Right
Total value of Director	$150,000	$324,250
Performance Rights

Notes :

1. Representing the price of the Company’s Shares at the close of trading on 8 March 2023 ( Valuation Date ).

2. The risk-free rate was determined to be the yield-to-maturity of an Australian government bond on the Valuation Date and with a term of equal duration to each Class. The government bond interest rates were taken from the F16 – Indicative Mid Rates of Australian Government Securities interest rate table on the Reserve Bank of Australia website. As the terms of the Director Performance Rights did not match the any term listed on the interest rate table for Australian government bonds as at the Valuation Date, linear interpolation was used to determine the risk-free rate.

3. In accordance with AASB 2 paragraph B22, volatility was determined to be the annualised standard deviation of the continuously compounded change in price of the Company’s Shares. For each Class, the volatility was calculated using the daily, weekly, and monthly share prices for a period prior to the Valuation Date and of equal duration to the term of each Class (or as long as the shares have been publicly traded). The volatility over difference calculation periods (from 6-months to 18-months – being the number of months prior to the Valuation Date that the Company’s shares were publicly traded) was also considered, to determine an appropriate go-forward volatility.

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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 10:00am (AWST) on Wednesday, 3 May 2023.

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: 1 8 2228

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/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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 Midas Minerals Ltd 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 Midas Minerals Ltd to be held at Conference Room, The Quest, 54 Kings Park Rd, West Perth, WA 6005 on Friday, 5 May 2023 at 10:00am (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 Resolutions 1, 4, 5, 7a, 7b, 7c and 7d (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 4, 5, 7a, 7b, 7c and 7d are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If the Chairman is a person referred to in the voting prohibition statement applicable to a resolution, under s224 of the Corporations Act 2001 (Cth), the Chairman will only be able to cast a vote as proxy for you on the relevant resolution if you are entitled to vote and have specified your voting intention on the proxy form. Shareholders are encouraged to specify their voting intention for each resolution. 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 Resolutions 1, 4, 5, 7a, 7b, 7c and 7d 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	For Against Abstain
1 Remuneration Report	7b Approval of issue of Director Performance Rights to Sara Kelly
2 Re-election of Director – Michael Naylor
	7c Approval of issue of Director Performance Rights to Michael Naylor
3 Approval of 10% Placement Facility
	7d Approval of issue of Director Performance Rights to Michael Wilson
4 Approval of New Plan
5 Approval of potential termination benefits under the New Plan
6 Modification of existing Constitution
7a Approval of issue of Director Performance Rights to Mark Calderwood

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.

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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 Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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MM 1

2 9 8 0 7 3 A

30 March 2023

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Dear Shareholder

Annual General Meeting – Notice and Proxy Form

Midas Minerals Ltd ( ASX:MM1 ) ( Company ) is convening its Annual General Meeting of shareholders to be held at Quest Kings Park, 54 Kings Park Rd West Perth, Western Australia on Friday, 5 May 2023 at 10:00am (Perth time) ( AGM ).

In accordance with the Corporations Act 2001 (Cth), the Company will not be mailing hard copies of the notice of AGM ( Notice of Meeting ) to shareholders unless a shareholder has requested a hard copy or made an election to receive documents from the Company in physical form. Instead, a copy of the Notice of Meeting can be viewed and downloaded online via the Company’s website under Investors - ASX Announcements at www.midasminerals.com/investors/asx-announcements/ or via the ASX’s website at www2.asx.com.au/markets/company/mm1.

If you have not elected to receive notices from the Company by email, a copy of your personalised proxy form will be sent to you by mail enclosed with this letter.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at www.computershare.com.au/easyupdate/MM1. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

You may vote by attending the AGM in person, by proxy or by appointing an authorised representative. Shareholders are encouraged to submit proxy votes either online at www.investorvote.com.au (Control Number: 182228) or by returning (where applicable) the enclosed proxy form in accordance with the instructions on that form.

Your proxy voting instructions must be received by 10:00am (Perth time) on Wednesday, 3 May 2023, being not less than 48 hours before the commencement of the AGM. Any proxy voting instructions received after that time will not be valid for the AGM.

The Board has made the decision that it will hold a physical meeting and will not hold the AGM as a virtual (online) meeting. We will notify you of any changes to the way in which the AGM is held by way of announcement on the ASX market announcements platform and the details will also be made available on our website at www.midasminerals.com.

If you have questions about your Proxy Form or difficulties accessing the Notice of Meeting, please contact Computershare Investor Services on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

Yours sincerely

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Sara Kelly Executive Chair Midas Minerals Ltd

Midas Minerals Limited | Level 2, 8 Richardson Street, West Perth WA 6005 P: +61 8 6383 6595 | E: info@midasminerals.com www.midasminerals.com