Megado Gold : Notice of AGM/Proxy Form and Letter to Shareholders

ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

28 April 2022

Dear Shareholders

Megado Gold Limited's (ACN 632 150 817) (Company) annual general meeting (Meeting) is scheduled to be held virtually on Tuesday, 31 May 2022 at 9:00 am (AWST).

The Company and the Board are acutely aware of the current circumstances resulting from COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. Accordingly, the Board has made the decision that it will not hold a physical Meeting, in accordance with the relief provided under the ASIC Corporations (Virtual only Meetings) Instrument 2022/129.

In accordance with new provisions under the Corporations Act, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy. The Notice of Meeting can be viewed and downloaded fromwww.megadogold.com. Please also refer to the Virtual Meeting Guide available for download from the Company's website in the week prior to the Meeting for details on how to participate in the Meeting.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders' questions. However, votes and questions may also be submitted during the Meeting. Further details of how to participate in the Meeting are set out in the Virtual Meeting Guide.

Your proxy voting instruction must be received by 9:00 am (AWST) on 29 May 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Please see the link to the Notice of Meeting and Explanatory Memorandum:https://megadogold.com/investor-centre/asx-announcements/.

Alternatively, a complete copy of the Notice of Meeting and Explanatory Statement has been posted on the Company's ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting and Explanatory Statement.

In order to receive electronic communications from the Company in the future, please update your Shareholder details online atwww.computershare.com/auand log in with your unique shareholder identification number and postcode (or country for overseas residents), where you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the "Vote" tab.

If you are unable to access the Notice of Meeting and Explanatory Memorandum online please contact the Company Secretary, Aaron Bertolatti via email [e-mail].

Level 12, 197 St Georges Terrace,

Perth, WA, 6000, Australia

T: [phone]www.megadogold.com

The Company will notify Shareholders via the Company's website atwww.megadogold.comand the Company's ASX Announcement Platform at asx.com.au (ASX: MEG) if changing circumstances impact the planning or arrangements for the Meeting.

This announcement is authorised for market release by the Board of Megado Gold Limited.

Yours faithfully

Aaron Bertolatti

Finance Director and Company Secretary Megado Gold Limited

MEGADO GOLD LIMITED ACN 632 150 817

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	9:00AM (WST)
DATE:	31 May 2022
PLACE:	A virtual meeting will be held from the Company's registered office via a
live webcast. The Company will publish a Virtual Meeting Guide on the
ASX and the Company's website in the week prior to the Annual General
Meeting, outlining how Shareholders will be able to participate in the
Meeting via the internet.

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 9:00AM (WST) on 29 May 2022.

BUSINESS OF THE MEETING

AGENDA

• 1. FINANCIAL STATEMENTS AND REPORTS

  To receive and consider the annual financial report of the Company for the financial year ended 31 December 2021 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.

• 2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

  "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 31 December 2021."

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

  A voting prohibition statement applies to this Resolution. Please see below.

• 3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - AARON BERTOLATTI

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

  "That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Aaron Bertolatti, a Director, retires by rotation, and being eligible, is re-elected as a Director."

• 4. RESOLUTION 3 - APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 and otherwise on the terms and conditions set out in the Explanatory Statement."

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

• 5. RESOLUTION 4 - CHANGE OF COMPANY NAME

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

  "That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Megado Minerals Limited"

• 6. RESOLUTION 5 - APPROVAL TO ISSUE CONSIDERATION SECURITIES

  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 7.1 and for all other purposes, approval is given for the Company to issue up to:

  • (a) 32,000,000 Shares; and

  • (b) 5,000,000 Options,

  on the terms and conditions set out in the Explanatory Statement."

  A voting exclusion statement applies to this Resolution. Please see below.

• 7. RESOLUTION 6 - APPROVAL TO ISSUE CORPORATE ADVISORY SHARES AND OPTIONS

  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 7.1 and for all other purposes, approval is given for the Company to issue 4,000,000 Shares and 5,000,000 Options, on the terms and conditions set out in the Explanatory Statement."

  A voting exclusion statement applies to this Resolution. Please see below.

• 8. RESOLUTION 7 - APPROVAL TO ISSUE CAPITAL RAISING 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 7.1 and for all other purposes, approval is given for the Company to issue up to 30,000,000 Shares, on the terms and conditions set out in the Explanatory Statement."

  A voting exclusion statement applies to this Resolution. Please see below.

• 9. RESOLUTION 8 - ISSUE OF SHARES TO AARON BERTOLATTI - PARTICIPATION IN CAPITAL RAISING

  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 6, for the purposes of Listing Rule 10.11, section 195(4) and section 208 of the Corporations Act, and for all other purposes, approval is given for the Company to issue up to 312,500 Shares to Aaron Bertolatti (or his nominee) on the terms and conditions set out in the Explanatory Statement."