Notice of AGM

INTERNATIONAL FERRO METALS LIMITED

(ACN 099 355 790)

("the Company")

Notice of Annual General Meeting of Shareholders

To be held at:

Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000

On:

Wednesday, 24 November 2010 at 11:00am (Sydney time)

On 26 October 2010, notice was given to International Ferro Metals Limited shareholders of the Company's annual general meeting (the "Meeting") to be held on Wednesday, 24 November 2010 at 11:00 am (Sydney time) at Level 27, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000. The purpose of the Meeting is to consider, and if thought fit, to pass with or without modification the following resolutions. Resolutions 1 to 5 will be proposed as ordinary resolutions and resolution 6 and 7 will be proposed as special resolutions.

1. REPORTS AND ACCOUNTS

To receive the Financial Statements and the Reports of the Directors and Independent Auditor for the financial year ended 30 June 2010.

2. ORDINARY RESOLUTION 1

Remuneration Report

"That Remuneration Report contained in the Financial Statements for the financial year ended 30 June 2010 is adopted."

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

3. ORDINARY RESOLUTION 2

Re-election of Director

"That, in accordance with clause 21.3 of the Constitution of the Company, Mr Anthony Grey retires by rotation, and being eligible, is re-elected as a Director of the Company".

4. ORDINARY RESOLUTION 3

Re-election of Director

"That, in accordance with clause 21.3 of the Constitution of the Company, Mr Xiaoping Yang retires by rotation, and being eligible, is re-elected as a Director of the Company".

5. ORDINARY RESOLUTION 4

Election of Director

"That, Mr John Ballard, having been appointed as a Director of the Company since the last annual general meeting, who retires in accordance with clause 20.5 of the Constitution of the Company and being eligible, is elected as a Director of the Company".

6. ORDINARY RESOLUTION 5

Election of Director

"That, Mr Jannie Muller, having been appointed as a Director of the Company since the last annual general meeting, who retires in accordance with clause 20.5 of the Constitution of the Company and being eligible, is elected as a Director of the Company".

7. SPECIAL RESOLUTION 6

Amendment to Constitution

"That clause 30.3 of the Company's Constitution be deleted from the Company's Constitution"

8. SPECIAL RESOLUTION 7

Disapplication of pre-emption rights

"That the Directors be and are hereby authorised to allot equity securities for cash in accordance with clause 3 of the Company's Constitution provided that such powers shall be limited to the allotment of up to 27,700,402 equity securities (such authority to expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 November 2011). The foregoing power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired."

EXPLANATORY MEMORANDUM

The Company's shareholders should read the Explanatory Memorandum accompanying, and forming part of, this Notice of Annual General Meeting for more details on the resolutions to be considered at the Annual General Meeting.

VOTING BY PROXY

Each shareholder entitled to attend and vote at the annual general meeting, may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder. A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.

A proxy form is attached for the convenience of any shareholder who cannot attend the annual general meeting. It should be properly completed and in order to be effective must be lodged, together with the authority (if any) under which it is signed, at the Company's registered office at Level 11, 151 Macquarie Street, Sydney, NSW, 2000 by no later than 11:00 am on Monday, 22 November 2010 (Sydney time). The proxy can also be lodged by fax on +61 2 8298 2060. A shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the general meeting should he/she subsequently decide to do so.

For more information visit the Company's website, www.ifml.com or contact:

International Ferro Metals Limited

Wayne Kernaghan, Company Secretary

Mob: + 61 (0) 407 233 153