MHM Metals : Addendum to Notice of Annual General Meeting

MHM Metals Limited T: [phone]

Level 4, 100 Albert Road F: [phone] South Melbourne www.mhmmetals.com VIC 3205 AUSTRALIA

ASX Announcement

30 December 2016

ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

Important note to shareholders

MHM Metals Limited (ASX: MHM) (Company) advises that it has prepared the following Addendum to the Notice of Meeting and Explanatory Statement dated 15 December 2016 in respect of the Annual General Meeting to be held at 1:00pm (AEDST) on Monday, 16 January 2017 at the offices of Grant Thornton, The Rialto, Level 30, 525 Collins Street, Melbourne, Victoria (Original Notice).

The Addendum should be read in conjunction with, and forms part of, the Original Notice.

Withdrawn Resolutions and Additional Resolutions

As a result of the board resignations and appointments as announced on 21 December 2016, the Company advises that the Addendum has been prepared to make the following required amendments to the Original Notice:

1. Resolution 2 - Election of Mr Paul Harley as a Director of the Company: Resolution has been withdrawn.

2. Resolution 3 - Election of Mr Francis DeSouza as a Director of the Company: Resolution has been withdrawn.

3. The following additional resolutions have been proposed:

4. Resolution 4 - Election of Mr Faldi Ismail as a Director of the Company;

5. Resolution 5 - Election of Mr Bryn Hardcastle as a Director of the Company; and

6. Resolution 6 - Election of Mr Nicholas Young as a Director of the Company.

7. Full details regarding Resolutions 4, 5 and 6 are set out in the Explanatory Statement in the Addendum.

   New Proxy Form

   A new Proxy Form accompanies the Addendum and will be provided to all shareholders. Shareholders are advised that:

   • If you have already voted and wish to vote on Resolutions 4, 5 and/or 6 or otherwise change your proxy vote

     Please complete and return the new Proxy Form annexed to the Addendum.

     MHM Metals Limited ABN 41 124 212 175

     Registered Office: Level 4, 100 Albert Road, South Melbourne VIC 3205| Tel: [phone] | Fax: [phone] | www.mhmmetals.com

   • If you have already voted and do not wish to vote on Resolutions 4, 5 and/or 6 or otherwise change your vote

     You need not take any action as the earlier submitted Proxy Form remains valid.

   • If you have not returned your proxy and wish to vote

   Please complete and return the new Proxy Form annexed to the Addendum.

   Proxy forms must be returned to the Share Registry by no later than 1:00pm (AEDST) on Saturday, 14 January 2017.

   To vote in person, attend the Meeting at the time and place set out above.

   For further information, please contact:

   MHM Metals Limited Faldi Ismail

   Non-Executive Chairman

   [phone]

   MHM Metals Limited ABN 41 124 212 175

   Registered Office: Level 4, 100 Albert Road, South Melbourne VIC 3205| Tel: [phone] | Fax: [phone] | www.mhmmetals.com

   MHM METALS LIMITED

   A C N 1 2 4 2 1 2 1 7 5

   ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

   MHM Metals Limited (Company) hereby gives notice to Shareholders that, in relation to the Notice of Meeting dated 15 December 2016 in respect of the Annual General Meeting to be held at the offices of Grant Thornton, The Rialto, Level 30, 525 Collins Street, Melbourne, Victoria, on Monday, 16 January 2017 at 1:00pm (AEDST) (Meeting), the Directors have resolved to remove Resolutions 2 and 3, to add Resolutions 4, 5 and 6 as set out below, and to supplement the information contained in the Explanatory Statement.

   Withdrawn Resolutions

   Resolution 2 of the Notice of Meeting has been withdrawn. Resolution 3 of the Notice of Meeting has been withdrawn.

   Additional Resolutions

   Resolution 4: Election of Mr Faldi Ismail as a Director of the Company

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

   "That, for the purposes of clause 15.3 of the Constitution and for all other purposes, Mr Faldi Ismail, a Director who was appointed on 20 December 2016, retires and, being eligible, is elected as a Director."

   Resolution 5: Election of Mr Bryn Hardcastle as a Director of the Company

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

   "That, for the purposes of clause 15.3 of the Constitution and for all other purposes, Mr Bryn Hardcastle, a Director who was appointed on 20 December 2016, retires and, being eligible, is elected as a Director."

   Resolution 6: Election of Mr Nicholas Young as a Director of the Company

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

   "That, for the purposes of clause 15.3 of the Constitution and for all other purposes, Mr Nicholas Young, a Director who was appointed on 20 December 2016, retires and, being eligible, is elected as a Director."

   BY ORDER OF THE BOARD

   Justin Mouchacca Company Secretary

   Dated: 29 December 2016

   MHM METALS LIMITED

   A C N 1 2 4 2 1 2 1 7 5

   ADDENDUM TO THE EXPLANATORY STATEMENT

   Resolutions 4, 5 and 6: Election of Mr Faldi Ismail, Mr Bryn Hardcastle and Mr Nicholas Young as Directors of the Company

   General

   Clause 15.3(a) of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

   Pursuant to clause 15.3(b) of the Constitution, any Director so appointed must retire at the next shareholders meeting and is then eligible for election by Shareholders under clause 15.4(c) of the Constitution.

   On 20 December 2016, Mr Faldi Ismail, Mr Bryn Hardcastle and Mr Nicholas Young were appointed as Directors of the Company.

   Accordingly, Messrs Ismail, Hardcastle and Young resign as Directors at this annual general meeting and, having consented and being eligible, seek approval to be elected as Directors.

   Director Biographies

   Faldi Ismail - Chairman

   Mr Ismail has significant experience working as a corporate advisor specialising in the restructure and recapitalisation of a wide range of ASX‐listed companies having many years of investment banking experience covering a wide range of sectors. He has significant cross- border experience, having advised on numerous overseas transactions including capital raisings, structuring of acquisitions and joint ventures in numerous countries.

   Mr Ismail is the founder and operator of Otsana Capital, a boutique advisory firm specialising in mergers and acquisitions, reverse takeovers, capital raisings and initial public offerings. Mr Ismail is currently a non-executive director of dual listed Asiamet Limited (previously Kalimantan Gold Corporation Limited) (TSXV/AIM listed - Ticker Code "ARS"), Dotz Nano Ltd (ASX:DTZ), WHL Energy Limited (ASX:WHN), Cre8tek Limited (ASX:CR8) and Ookami Limited (ASX:OOK).

   Bryn Hardcastle

   Mr Hardcastle is an experienced corporate lawyer specialising in corporate, commercial and securities law. He is the managing director of Bellanhouse Legal which predominantly advises on equity capital markets, re-compliance transactions and takeovers across a variety of industries. Mr Hardcastle has extensive international legal experience and has advised on numerous cross border transactions. He also has experience acting as a non-executive director of ASX-listed companies.

   Mr Hardcastle is also a non-executive director of Attila Resources Limited (ASX: AYA), Cre8tek Limited (ASX: CR8) and ServTech Global Holdings Ltd (ASX: SVT, to be listed).