Adriatic Metals : Notice of Annual General Meeting

LETTER FROM THE CHAIRMAN

26 April 2024

Dear Shareholder

I am pleased to enclose the Notice of the Annual General Meeting (the "Meeting") of Adriatic Metals Plc (the "Company") to be held on 22 May 2024 at 9:00am (London time) (4:00pm Australian Western Standard Time). The formal Notice of Meeting is attached to this letter.

2024 Meeting Arrangements

This year we will be holding a hybrid Meeting. The Meeting will be held at, and broadcast from, 3 Hanover Square, London W1S 1HD, United Kingdom. Shareholders are invited to attend and participate in the Meeting electronically.

We strongly encourage that Shareholders join the Meeting electronically as this will provide a more efficient and effective platform for Shareholders to engage in the Meeting. Board members present at the Meeting will not be available for interactions with the Shareholders in person as they will be taking part in the Meeting broadcast. The Board will arrange for the minimum quorum required to be present at the physical meeting in accordance with the Company's articles of association. We do not intend that other Shareholders attend the physical meeting. A user guide can be found on pages 14 and 15 in respect of the electronic elements of the Meeting.

Shareholders (other than CDI holders) joining the Meeting electronically will be able to vote at the Meeting, however, we would strongly advise that all Shareholders appoint a proxy (please see "Explanatory Notes" on pages9 to 13 of the Notice for further details on how to submit proxy votes) to ensure that all votes are counted even if Shareholders are unable to attend the Meeting on the day.

We would also encourage Shareholders to submit any questions in advance of the Meeting by email to the Company's Head of Investor Relations, Klara Kaczmarek at klara.kaczmarek@adriaticmetals.comby 6:00pm (London time) on 20 May 2024. This will help to ensure your questions are answered even if Shareholders are unable to join the Meeting on the day. Answers to pre-submitted questions will be published on the Company's website after the Meeting.

Please see the "Explanatory Notes" on pages 9 to 15 of the Notice for further details on the arrangements for this year's hybrid Meeting.

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Business of the Meeting and Board Recommendation

At this year's Meeting there are 12 Resolutions which Shareholders are asked to approve. Resolutions 1 to 9 (inclusive) are proposed as ordinary resolutions. This means that for each of those Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. Resolutions 10 to 12 (inclusive) are proposed as special resolutions. This means that for each of those Resolutions to be passed, at least three-quarters of the votes cast at the Meeting must be in favour of the Resolution. Notes on the Resolutions appear under "Explanatory Notes" on pages 16 to 23 of the Notice.

The Directors consider that all of the Resolutions to be considered at the Meeting are in the best interests of the Company and its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed Resolutions, as they intend to do in respect of their own shareholdings (subject to any voting exclusions referred to in the Notice), representing in aggregate approximately 6.6% of the Company's issued ordinary share capital.

Yours sincerely

Michael Rawlinson

Chairman

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DIRECTORS SEEKING ELECTION OR RE-ELECTION

A = member of the Audit and Risk Committee

R & N = member of the Remuneration & Nomination Committee

S = member of the Sustainability Committee

Ch = Committee Chairman

Michael Rawlinson, Non-executive Chairman (A, S)

Michael Rawlinson was the Global Co-Head of Mining and Metals at Barclays Investment Bank between 2013 and 2017 having joined from the boutique investment bank, Liberum Capital, a business he helped found in 2007. He is currently a Senior Independent Non-Executive Director at Hochschild Mining, an Independent Non-Executive Director at Capital Limited and an Independent Non-Executive Director at Andrada Mining Limited.

Michael Rawlinson was last re-elected as a Director of the Company at the 2021 annual general meeting held on 20 May 2021.

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

Peter Bilbe, Non-executive Director (R&N (Ch), S)

Peter Bilbe is a mining engineer with over 40 years Australian and international mining experience in gold, base metals and iron ore in operational, CEO and board positions. He is currently a Non-Executive Director of Horizon Minerals Ltd, an emerging gold producer and until November 2021 was Chair/Non- Executive Director of IGO Ltd, an ASX100 company.

Peter Bilbe was last re-elected as a Director of the Company at the 2021 annual general meeting held on 20 May 2021.

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

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provided that these authorities shall expire at the conclusion of the annual general meeting of the Company to be held in 2025 or, if earlier, fifteen (15) months from the date of passing this Resolution, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for, or convert securities into, shares to be granted after such expiry, and the Directors may allot shares or grant rights to subscribe for, or convert securities into, shares in pursuance of such an offer or agreement as if the authorities conferred by this Resolution had not expired.

Resolution 8. That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 499,240 Performance Rights to Paul Cronin (or his nominees) under the ESOP, as more particularly detailed in the Explanatory Notes for this Resolution.

Resolution 8 Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the ESOP, or any of their respective associates. However, the Company need not disregard a vote cast in favour of this Resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
• 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:
  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 the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to
  the holder to vote in that way.

Resolution 9. That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 14,777,632 Placement Shares, as more particularly detailed in the Explanatory Notes for this Resolution.

Resolution 9 Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of a person who participated in the issue of the Placement Shares, or any of their respective associates, or their nominees. However, the Company need not disregard a vote cast in favour of this Resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
• 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:
  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 the Resolution; and o the holder votes on the Resolution in accordance with directions given by the beneficiary to
  the holder to vote in that way.

SPECIAL RESOLUTIONS

Resolution 10. Subject to the passing of Resolution 7, to empower the Directors, pursuant to section 570 of the Act, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority conferred by Resolution 7 and/or sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as

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treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale provided that this power shall be limited:

1. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of an authority granted under sub-paragraph
   (b) of Resolution 7, by way of a rights issue only) to ordinary shareholders (excluding any shareholder holding shares as treasury shares) in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares and to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any such arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
2. in the case of the authority granted under sub-paragraph (a) of Resolution 7 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of £408,959; and
3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

provided that these powers shall expire at the conclusion of the annual general meeting of the Company to be held in 2025 or, if earlier, fifteen (15) months from the date of passing this Resolution, save that, in each case, the Company may during this period make offers and enter into agreements which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after such expiry, and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred by this Resolution had not expired.

Resolution 11. Subject to the passing of Resolution 7, to empower the Directors, in addition to any power granted under Resolution 10, pursuant to section 570 of the Act, to allot equity securities (as defined in Section 560(1) of the Act) for cash under the authority conferred by Resolution 7 and/or sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

1. up to an aggregate nominal amount of £408,959, such authority to be used only for the purposes of financing (or refinancing, if such refinancing occurs within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
2. (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

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and such power shall expire at the conclusion of the annual general meeting of the Company to be held in 2025 or, if earlier, fifteen (15) months from the date of passing this Resolution, save that, in each case, the Company may during this period make offers and enter into agreements which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after such expiry, and the Directors may allot equity securities (and/or sell treasury shares) in pursuance of such an offer or agreement as if the power conferred by this Resolution had not expired.

Resolution 12. To authorise the Directors to call a general meeting of the Company (not being an annual general meeting) on notice of not less than 14 clear days, provided that this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2025.

By order of the Board

Gabriel Chiappini

Joint Company Secretary

26 April 2024

Registered Office: Ground Floor, Regent House, 65 Rodney Road, Cheltenham, GL50 1HX, United Kingdom. Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 10599833.

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EXPLANATORY NOTES

1. GENERAL NOTES

1. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company at close of business on 20 May 2024 (or, in the event of any adjournment, close of business on the date which is two business days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
2. We will arrange for Shareholders to have access to the meeting via an electronic meeting facility. We do not intend that Shareholders attend the physical meeting. Shareholders may vote on the day of the Meeting via the electronic meeting facility however, we would advise that you appoint a proxy in accordance with the notes below to ensure that your vote is counted in case you are unable to attend the Meeting on the day. CDI holders will not be able to vote via the electronic meeting facility and are advised to submit their votes by lodging a CDI voting instruction form in accordance with the guidance notes set out in paragraphs 21 to 28, below.
3. Shareholders (or their proxies) choosing to participate online can access the electronic meeting facility at meetnow.global/ADRAGM2024. To access this link, which will be active from 8:30am (London time) (3:30pm Australian Western Standard Time), Shareholders will need their Shareholder Reference Number (SRN) and PIN. A user guide for accessing and utilising the electronic meeting facility is set out on page 14 of the Notice, at the end of the Explanatory Notes.
4. Shareholders who would like to ask a question relating to the business of the Meeting can submit them not later than 6:00pm (London time) on 20 May 2024 by email to the Company's Head of Investor Relations, Klara Kaczmarek at klara.kaczmarek@adriaticmetals.com. Answers to pre- submitted questions will be published on the Company's website after the conclusion of the Meeting.

Casting your votes

1. To ensure that the voting preferences of all Shareholders are taken into account and in accordance with current recommended practice, the Company will conduct a poll vote on all Resolutions put to the Meeting.
2. If you would like to vote on the Resolutions being put to the Meeting but will not be attending the Meeting or will be accessing the Meeting via the electronic meeting facility and would like to vote via proxy, please complete the Proxy Form accompanying this Notice and return it to the Company's Registrar, Computershare Investor Services Plc ("Computershare"), The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom as soon as possible. For holders of CDIs in Australia, please see paragraphs 21 to 28 below.
3. To be valid, the Proxy Form must be received by Computershare, no later than 9:00am on 20 May 2024. You can also submit your proxy vote online at www.investorcentre.co.uk/eproxy, where you will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown on the Form of Proxy and agree to certain terms and conditions. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in paragraphs 17 to 20 below.
4. If your Shares are held by a nominee service rather than in your own name, you should contact the provider of that service (in good time before the Meeting) about the process for appointing a proxy.

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9. The results of the poll will be released to the market and published on the Company's website as soon as practicable after the conclusion of the Meeting.

Appointing a proxy

1. Shareholders are entitled to appoint a proxy of their choice to exercise all or any of their rights to attend, speak and vote on their behalf at the Meeting. A Shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attaching to a different Share or Shares held by that Shareholder.
2. The Articles provide that if a member submits more than one valid proxy appointment in respect of the same Share, the appointment received last (regardless of its date or the date on which it is signed), before the latest time for the receipt of proxies, will take precedence. If it is not possible to determine the order of receipt, none of the forms will be treated as valid.
3. A vote indicated on the Proxy Form as "withheld" is not a vote in law, which means that the vote will not be counted in the proportion of votes "for" and "against" a Resolution.
4. Where a proxy has been appointed by a member, if such member does not give any instructions in relation to that Resolution, that member should note that their proxy will have authority to vote on the Resolution as he/she thinks fit.
5. Any power of attorney or any other authority under which the Proxy Form is signed (or a duly certified copy of such power or authority) must be included with the Proxy Form. In the case of a member which is a company, the Proxy Form should either be sealed by that company or signed by someone authorised to sign it.
6. A proxy form, which may be used to make such appointment and give proxy instructions, accompanies this Notice. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact Computershare on 0370 702 0000 if calling from within the United Kingdom, or +44 (0) 370 702 0000 if calling from outside the United Kingdom. Lines are open between 9:00am and 5:00pm, Monday to Friday, excluding public holidays in England and Wales.
7. To be valid, Proxy Forms must be lodged by one of the following methods by 9:00am (London time) on 20 May 2024:
8. 1. in hard copy form by post to the Company's Registrar, Computershare Investor Services Plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or online at www.investorcentre.co.uk/eproxy, as detailed on the Form of Proxy; or
   2. in the case of CREST members or CREST personal members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

CREST members

17. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual (available via www.euroclear.com/en/about/our-rules.html).CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

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