Metals X : Notice of AGM and Proxy Form

Notice of Annual General Meeting‌‌‌‌‌‌‌‌‌‌‌‌

Metals X Limited ACN 110 150 055‌

Date of Meeting: Thursday, 24 November 2016 Time of Meeting: 11.00am (Perth Time)‌‌‌‌

Place of Meeting: QV1 Conference Centre (Function Room), Level 2, 250 St Georges Terrace, Perth WA 6000

Notice is given that the Annual General Meeting of shareholders of Metals X Limited ACN 110 150 055 (Metals X or Company) will be held at 11.00am (Perth time), on Thursday, 24 November 2016 at QV1 Conference Centre (Function Room) Level, 2, 250 St Georges Terrace Perth, Western Australia 6000.

To receive and consider the Financial Statements, Directors' Report and Auditors' Report for Metals X and its controlled entities for the financial year ended 30 June 2016.

Note: There is no requirement for shareholders to approve these reports.

1. Resolution 1 - Remuneration Report

   To consider and, if thought fit, pass the following as an advisory resolution:

   "That, the Remuneration Report for the year ended 30 June 2016 (as disclosed In the 2016 Annual Report) is adopted."

   Voting Exclusion: Refer section 3 of the Explanatory Memorandum for details of the voting exclusions.

2. Resolution 2 - Re-election of Warren Hallam as director

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

   "That Warren Hallam, a Director retiring from office by rotation, and in accordance with Rule 3.6 of the Company's Constitution, being eligible, is re-elected as a Director of the Company."

3. Resolution 3 - Re-election of Simon Heggen as director

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

   "That Simon Heggen, a Director retiring from office by rotation, and in accordance with Rule 3.6 of the Company's Constitution, being eligible, is re-elected as a Director of the Company."

4. Resolution 4 - Ratification of the Issue of Shares under the Placement

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

   "That, for the purposes of Listing Rule 7.4 and for all other purposes, the prior allotment and issue of 68,000,000 fully paid ordinary shares at an issue price of $1.48 per share to the Placement Recipients, on the terms set out in the Explanatory Memorandum accompanying this Notice of Meeting, be approved and ratified."

   Voting Exclusion: The Company will disregard any votes cast on Resolution 4 by the Placement Recipients and any associate of such person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Resolution 5 - Approval of Employee Share and Option Plan

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

   "That, the Employee Share and Option Plan (ESOP), which is summarised in the attached Explanatory Memorandum, be approved and that for the purposes of Listing Rule 7.2 (Exception 9) and for all other purposes, the issue of securities under the ESOP within three (3) years from the date of this resolution be an exception to Listing Rules 7.1 and 7.1A."

   Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of such a Director.

6. Resolution 6 - Approval for Issue of Securities to Peter Cook under the ESOP

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

   "That, subject to the passing of Resolution 5, for the purposes of Listing Rule 10.14 and sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to issue to Mr Cook (or his nominees) 2,000,000 Employee Options in the Company pursuant to the ESOP on the terms and conditions set out in the Explanatory Memorandum."

   Voting Exclusion: The Company will disregard any votes cast on Resolution 6 by any director of the Company who is eligible to participate in the ESOP and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Refer section 7 of the Explanatory Memorandum for details of the voting exclusion.

7. Resolution 7 - Approval for Issue of Securities to Warren Hallam under the ESOP

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

   "That, subject to the passing of Resolution 5, for the purposes of Listing Rule 10.14 and sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to issue to Mr Hallam (or his nominees) 2,000,000 Employee Options in the Company pursuant to the ESOP on the terms and conditions set out in the Explanatory Memorandum."

   Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by any director of the Company who is eligible to participate in the ESOP and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Refer section 7 of the Explanatory Memorandum for details of the voting exclusion.

   Other Business

   To consider any other business that may be brought before the Meeting in accordance with the Company's Constitution.

   Explanatory Memorandum

   Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Annual General Meeting.

   Snap Shot Time

   Regulation 7.11.37 of the Corporations Regulations 2001 permits the Company to specify a time, not more than 48 hours before the Meeting, at which a "snap shot" of Shareholders will be taken for the purposes of determining Shareholders' entitlements to vote at the Meeting.

   The Directors have determined that all Shares of the Company on the register as at 5.00pm (Perth time) on 22 November 2016 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

   Proxies

   Please note that:

8. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

9. a proxy need not be a member of the Company; and

10. 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.

11. The enclosed Proxy Form for the Meeting provides further details on appointing proxies and lodging the Proxy Form. Proxies must be returned by 11.00am (Perth time) on 22 November 2016.

    Voting by Proxy

    A Shareholder can direct its proxy to vote for, against or abstain from voting on each resolution by marking the appropriate box in the Voting Directions section of the proxy form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed.

    If the Chairman is to act as your proxy in relation to the meeting (whether by appointment or by default) and you have not given directions on how to vote by marking the appropriate box in the Voting Directions section of the proxy form, the Chairman intends to vote all valid undirected proxies in respect of each of the Resolutions in favour of the relevant resolution.

    If you are in any doubt as to how to vote, you should consult your professional adviser.

    Corporate Representative

    If a representative of a Shareholder corporation is to attend the Meeting, a "Corporate Representative Certificate" should be completed and produced prior to the meeting. Please contact the Company's Share Registry for a pro forma certificate if required.

    By Order of the Board of Directors

    Metals X Limited

    Fiona Van Maanen Company Secretary 17 October 2016