Enova Mining : Notice of Annual General Meeting/Proxy Form

ENOVA MINING LIMITED

NOTICE OF 2022 ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (AGM) of the Shareholders of Enova Mining Limited (Company) will be held:

• • on Thursday 26 May 2022

• • at 11:00am (AEST)

• • at the offices of Offices of Boardroom Limited, Level 7, 411 Collins Street, Melbourne Victoria 3000 Australia

IMPORTANT NOTICE

The Notice of Meeting is also available on the Australian Securities Exchange Market Announcements platform and on the Company's website athttps://www.enovamining.com/company-report

This Notice of Annual General Meeting and Explanatory Memorandum contains an explanation of, and important information about, the matters to be considered at the AGM. It is given to the Shareholders to help them determine how to vote on the Resolutions.

Shareholders should read this Notice of Annual General Meeting and Explanatory Memorandum in full before deciding if and how to vote on the Resolutions. If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

Due to COVID-19 current social distancing requirements and limited space at the meeting, it is recommended that shareholders submit a directed proxy and any questions in advance of the meeting.

General Business

Receipt and Consideration of Financial Accounts and Reports

To receive and consider the Financial Report, Directors' Report and the Auditor's Report for the year ended 31

December 2021.

Ordinary Business

Resolution 1 - Remuneration Report

That, for the purpose of section 250R (2) of the Corporations Act 2001 (Cth), the Remuneration Report of the Company for the financial year ended 31 December 2021 be adopted, as a non-binding resolution.

Resolution 2 - Re-election of Director

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

"That Stan Wassylko, who retires in accordance with clause 17 of the Company's constitution and Listing Rule 14.5, and being eligible, be re-elected as a Director of the Company."

Resolution 3 - Approval of Proposed Issue of Options to a related party

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

"That, pursuant to section 208 of the Corporations Act and in accordance with ASX Listing Rule 10.11, and for all other purposes, approval be given for the issue of 20,000,000 Options to Mr Eric Vesel (and /or his nominee) exercisable at a 5-day VWAP exercise price and expiring 60 months from date of issue of the Options, on the terms and conditions set out in the Explanatory Memorandum."

Resolution 4 - Approval of Proposed Issue of Options to a related party

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

"That, pursuant to section 208 of the Corporations Act and in accordance with ASX Listing Rule 10.11, and for all other purposes, approval be given for the issue of 10,000,000 Options to Mr Harun Halim Rasip (and / or his nominee) exercisable at a 5-day VWAP exercise price and expiring 60 months from date of issue of the Options, on the terms and conditions set out in the Explanatory Memorandum."

Resolution 5 - Approval of Proposed Issue of Options to a related party

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

"That, pursuant to section 208 of the Corporations Act and in accordance with ASX Listing Rule 10.11, and for all other purposes, approval be given for the issue of 10,000,000 Options to Mr Stan Wassylko (and / or his nominee) exercisable at a 5-day VWAP exercise price and expiring 60 months from date of issue of the Options, on the terms and conditions set out in the Explanatory Memorandum."

Resolution 6 - Approve the conversion of loans and issue of ordinary shares to a related party

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

"That, pursuant to section 208 of the Corporations Act and in accordance with ASX Listing Rule 10.11, and for all other purposes, approval be given in respect of:

• (a) the issue by the Company of up to 28,556,218 Shares at an issue price equal to the 5-day VWAP to Emmco Mining Sdn Bhd; and

• (b) the Company to issue that number of fully paid ordinary shares in the Company on conversion of the Loan from Emmco Mining Sdn Bhd in full satisfaction of the principal and interest owing under the Loan Agreement and creditor debt owing as at the date of this Notice of General Meeting,

on and subject to the terms and conditions set out in the Explanatory Memorandum to the Notice of General Meeting.

Resolution 7 - Approval of Additional 10% Placement Capacity

To consider, and if thought fit, pass the following resolution as a special resolution:

"That for the purpose of ASX Listing Rule 7.1A and all other purposes, approval be given for the issue of up to 10% of the Company's share capital calculated in accordance with Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Resolution 8 - Adopt a new constitution

To consider, and if in favour, to pass the following Resolution as a special resolution under the Corporations Act:

That, for the purpose of section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as signed by the Chair of the Meeting for identification purposes, in lieu of the existing constitution of the Company.

VOTING EXCLUSIONS

• 1. A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

  a) a member of the Key Management Personnel (KMP), details of whose remuneration are included in the Remuneration Report; or

  b)a Closely Related Party of such a member.

  However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

  • a) the voter 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:

    • (i) does not specify the way the proxy is to vote on this Resolution; and

    • (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the KMP.

• 2. In accordance with the requirements of section 224 of the Corporations Act and Listing Rule 14.11, the Company will disregard any votes cast in favour of each of Resolutions 3 to 6 by or on behalf of:

  • a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the issue of Options and Ordinary Shares in question; or

  • b) any associates of those persons.

  However, the Company need not disregard a vote cast in favour of Resolutions 3 to 6 by or on behalf of:

  • • 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; or

  • • the Chair of the meeting 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

  • • 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.

  In addition, a vote must not be cast on Resolutions 3 to 5 as a proxy by a member of the KMP at the date of the AGM, or a Closely Related Party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting because the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

  The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of Resolutions 3 to 6.

3.

In accordance with the requirements of Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 7 (in any capacity) by or on behalf of any of the following persons:

• a) a person who is 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 holder of Shares in the Company); or

• b) any Associate of that person (or those persons).

However, the Company need not disregard a vote if:

• • it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides; or

• • 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.

As at the date of this Notice of AGM, the Company has not invited any existing Shareholder to participate in an issue of equity securities under Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 7.

The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of Resolution 7.

By Order of the Board

Andrew Metcalfe

Company Secretary

14 April 2022

VOTING INSTRUCTIONS

Voting Entitlements

It has been determined (in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth)) that for the purposes of the Meeting, the Company's shares will be taken to be held by the persons who are the registered Shareholders of the Company at 7.00pm (Melbourne time) on 24 May 2022. Accordingly, those persons are entitled to attend and vote (if not excluded) at the Meeting.

If you are not the registered holder of a relevant Share at that time, you will not be entitled to vote at the Meeting.

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative 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, unless it has previously been given to the Company.

How to Vote

You may vote by attending the Meeting, by proxy or authorised representative. Registration will commence just prior to the Meeting. To vote in person, attend the Meeting on the date and at the place set out above.

Voting at the Meeting

Resolutions 1 to 6 are ordinary resolutions. Ordinary resolutions require the support of at least 50% of the votes cast. Resolutions 7 and 8 are special resolutions. Special resolutions require the support of at least 75% of the votes cast.

A Poll will be held on all resolutions.

Every Shareholder eligible to vote on the particular Resolution who is present in person or by proxy, representative or attorney will have one vote for each Share held by that person.

Please note: Due to COVID-19 current social distancing requirements and limited space at the meeting, it is recommended that shareholders submit a directed proxy and any questions in advance of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 3 9867 7199.

Proxy Votes

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this meeting.

A member who is entitled to vote at the Meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; or

• (b) one or two proxies if the member is entitled to more than one vote.

Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded.

A proxy need not be a member of the Company.

If you require an additional proxy form, the Company will supply it on request.

The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, at least 48 hours before the time for holding the Meeting (i.e. by no later than 11.00am (AEST) on 24 May 2022), at:

• (a) online:https://www.votingonline.com.au/enovaminingagm2022

• (b) by mail: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia;

• (c) by fax: + 61 2 9290 9655; or

• (d) by hand: Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 Australia

Proxies given by corporate Shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised attorney.

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