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MC MINING LIMITED ABN 98 008 905 388

NOTICE OF MEETING &

EXPLANATORY STATEMENT

Date of Meeting

15 July 2022

Time of Meeting

9am (London time)

Place of Meeting

The Meeting will be held as a virtual meeting by way of a live webcast. Details on how to attend the Meeting and participate in it are included in the Notice of Meeting.

A Proxy Form is enclosed

If you are unable to attend the Meeting please complete and return the enclosed Proxy Form in accordance with the instructions specified on that form.

Independent Expert

The Independent Expert has concluded that the transaction the subject of Resolution

2 is NOT FAIR BUT REASONABLE.

THIS DOCUMENT IS IMPORTANT AND AS SUCH SHOULD BE READCAREFULLY AND IN ITS ENTIRETY.

If you do not understand any part of this document, please contact your financial or other professional adviser without delay.

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MC Mining Limited

NOTICE OF MEETING

Notice is hereby given that a Meeting of Shareholders of MC Mining Limited ABN 98 008 905 388 (ASX: MCM) (Company) will be held virtually at 9am (London time) on 15 July 2022.

Information on the proposals to which the business relates is set out in the Explanatory Statement which accompanies this Notice of Meeting. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Statement.

The business to be considered at the Meeting is set out below.

BUSINESS

Resolution 1 - Ratification of Prior Issue of Shares

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), Shareholders

ratify the 6 April 2022 issuance by the Company of 38,363,909 new Shares to SGIH on the terms and subject to the conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of Senosi Group Investment Holdings Proprietary Limited (SGIH) and by or on behalf of any "associate" (as that term is defined in the Corporations Act) of SGIH.

However, the Company need not disregard a vote on this Resolution 1 if:

  • it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form;
  • 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
  • it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    o 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 Resolution 1; and
    o the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

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Resolution 2 - Approval for Acquisition of Relevant Interest in Shares

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

"That, for the purposes of Item 7 of section 611 of the Corporations Act (and for all other purposes), Shareholders approve the acquisition by SGIH (or its nominee) of a

relevant interest in a further 33,333,333 new Shares to be issued to it by the Company on the terms and subject to the conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of SGIH and by or on behalf of any "associate" (as that term is defined in the Corporations Act) of SGIH.

However, the Company need not disregard a vote on this Resolution 2 if:

  • it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form;
  • 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
  • it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
    o 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 Resolution 2; and
    o the holder votes on Resolution 2 in accordance with directions given by the beneficiary to the holder to vote in that way.

ADDITIONAL INFORMATION

This Notice of Meeting is accompanied by the Explanatory Statement which provides a detailed explanation of the business of the Meeting. Shareholders should read the Notice of Meeting and the Explanatory Statement carefully and in full.

Independent Expert's Report

The Independent Expert has concluded that the transaction the subject of Resolution 2 is NOT FAIR BUT REASONABLEto "Non-Associated Shareholders" (i.e. Shareholders other than SGIH and those associated with SGIH).

Shareholders should also carefully consider the report prepared by the Independent Expert for the purposes of deciding how to vote on Resolution 2. A copy of this report accompanies the Explanatory Statement.

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Virtual Meeting

The Meeting will be held online by way of video conference. To facilitate this, Shareholders must register their attendance with the Company by emailing1 the Company Secretary at tonyb@endeavourcorp.com.aubefore 5pm (London time) on 13 July 2022.

Your Vote is Important

As the matters to be considered at the Meeting affect your Shareholding, your vote is important. As such, the Company strongly encourages all Shareholders to attend and cast their votes in relation to each of the matters to be considered at the Meeting.

Voting Entitlement

For the purpose of voting at the Meeting, the Board has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that Shares will be taken to be held at 10am (London time) on Wednesday, 13 July 20222.

Voting by Proxy

Each Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on behalf of that Shareholder. The proxy need not be a Shareholder. Please note that a proxyholder cannot vote on a show of hands but can speak at the Meeting and can vote on a poll.

A Shareholder who is entitled to cast two or more votes may appoint one or two proxies and may specify the number of votes that each proxy is entitled to exercise. If a Shareholder appoints two proxies and that appointment does not specify the number of votes each proxy is to cast, each proxy may exercise half the Shareholder's votes.

In the event that a Shareholder appoints a proxy and specifies the way the proxy is to vote on a particular Resolution:

  • where the proxy is not the Chair:
    o the proxy need not vote on a poll but if the proxy does so then the proxy must vote the way that the Shareholder who appointed the proxy specifies; and
    o if a poll is demanded at the Meeting and the proxy does not attend or vote, then the Chair is taken to have been appointed as the relevant Shareholder's proxy; and
  • where the Chair is the proxy (including where the Chair is taken to have been appointed by the proxy as set out above) the Chair must vote on a poll and must vote the way that the appointing Shareholder specifies.
  1. Please include the name, registered address and HIN (or SRN) of the Shareholder in this email. The Company Secretary will reply to your email with access details for the Meeting.
  2. If you are not a registered Shareholder at this time & date (i.e. 10am, London time on 13 July 2022 (which is 5pm, Perth time on 13 July 2022)), you will not be entitled to attend or vote at the Meeting.

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Impact of your Proxy Appointment

If you appoint the Chair as your proxy and have not directed the Chair how to vote, you are authorising the Chair to cast any undirected votes on both Resolutions in accordance with Chair's intentions set out below.

The Chair's Voting Intentions

The Chair intends to vote all undirected proxies on, and in favour of, Resolution 1. However, and because of the conclusion of the Independent Expert in relation to Resolution 2, the Chair will abstain from voting undirected proxies on that Resolution.

If there is a change to how the Chair intends to vote undirected proxies, the Company will make an announcement to ASX. The Chair's decision on the validity of a direct vote, vote cast by a proxy or vote cast in person, is final.

Online Proxy Appointment

You may appoint and direct your proxy online, by using your smartphone or by visiting www.investorvote.com.au.

To use this option, you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your allocated Control Number as shown on your Proxy Form. You will be taken to have signed the Proxy Form if you lodge it in accordance with the instructions on the www.investorvote.com.auwebsite. To use your smartphone voting service, scan the QR code which appears on your Proxy Form and follow the instructions provided. When scanned, the QR code will take you directly to the mobile voting site. A proxy cannot be appointed electronically if they are appointed under a power of attorney or similar authority. The online proxy facility may not be suitable for shareholders who wish to appoint two proxies with different voting directions. Please read the instructions for online proxy submissions carefully before you lodge your proxy.

Custodians and other intermediaries may appoint and direct their proxy online by visiting www.intermediaryonline.com(subscribers only).

Proxy Appointment

A proxy can also be appointed by using the Proxy Form enclosed with this Notice of Meeting. Information on how to complete the Proxy Form is included on the form.

For the appointment of a proxy using a Proxy Form, the following documents must be lodged:

  • the completed Proxy Form; and
  • if the Proxy Form is signed by the appointer's attorney - the authority under which the Proxy Form was signed or a certified copy of the authority.

Lodgement of Proxy Appointments

For the appointment of a proxy to be effective, the Company must receive an online proxy appointment through the relevant website referred to above or a duly completed Proxy Form (and if signed by an attorney, the attorney's authority or a certified copy) by mail or by fax, in either case by 9am (London time), Wednesday, 13 July 2022.

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Disclaimer

MC Mining Limited published this content on 15 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 June 2022 22:32:01 UTC.