MNRG Metalnrg Plc

12 November 2024

MetalNRG plc

(the "Company" or "MetalNRG")

Notice of General Meeting and lodging of draft prospectus

MetalNRG plc (LON:MNRG), the natural resources company, is pleased to announce that further to the announcement made on 17 October 2024, concerning the agreement to acquire the entire issued share capital of Compagnie Minière de l'Oumejrane S.A. ("CMO") from Managem S.A. ("Managem" or the "Seller") (the "Acquisition"), it has now lodged a draft prospectus with the UK Financial Conduct Authority ("FCA") in connection with the admission of the Company's shares to the Official List of the FCA in the "commercial company" segment and to trading on the main market for listed securities of the London Stock Exchange plc (the "Admission").

In order to expedite the closing of the Acquisition, the Company also announces that a circular (the "Circular") has been posted to shareholders to convene a general meeting to be held on Thursday, 5 December 2024 at 10.00 a.m. to seek certain authorities from shareholders in connection with the Acquisition (the "General Meeting") and to provide further information on the Acquisition and associated matters.

The Circular has been posted to the Company's shareholders that have elected to receive hard copies of shareholder documentation.

Shareholders are reminded to review carefully the actions to be taken by them in connection with the General Meeting, which are detailed in the Circular. The procedures and timings for shareholders to vote on the resolutions proposed at the General Meeting are set out in the notes to the notice of the General Meeting in the Circular.

A copy of the Circular will be submitted to the FCA's National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular is also available for inspection on the Company's website under the "Shareholder Information" tab on https://www.metalnrg.com/investors/shareholder-documents

Christopher Chadwick, Chief Executive Officer of MetalNRG, commented:

"We are delighted to have progressed documentation to a stage where a prospectus on the enlarged group has been lodged with the FCA. We are asking shareholders to approve the necessary resolutions to implement the Acquisition in parallel with the FCA review process so that we can expedite completion."

Further information on CMO and the Oumejrane Mine

The Oumejrane mine (the "Oumejrane Mine"), owned 100% by CMO, is a producing and profitable copper mine situated in the Eastern Anti-Atlas of Morocco, which has been operational since 2014. For the year ended 31 December 2023, revenue at the Oumejrane copper mine was US$28.0m.

The Oumejrane Mine, employing approximately 300 people, operates two active open pit mines and four underground mines, with a processing capacity of 1,000 tonnes per day through a conventional circuit involving crushing, grinding, and flotation. Its process plant produces 21% grade copper concentrates. It is well located alongside a national road with well-established mining, processing and site infrastructure, including grid provided power. In addition, CMO owns four exploitation licenses covering a substantial area of 202 square km.

The Company along with its funders and advisers have carried out an extensive due diligence process on the Oumejrane Mine and CMO. This comprehensive evaluation included on-site visits, involving participants from commercial and technical teams of Orion Resources Partners ("Orion"), alongside external consultants. Orion and the Company were impressed by the operation, as well as the team responsible for managing it and remain supportive as the Company advances the transaction towards completion. As noted in the Company's announcement of 17 October 2024, Orion had entered into a US$25,000,000 convertible loan note ("CLN") with MetalNRG, the proceeds of which will be used by MetalNRG to complete the Acquisition. The closing of the CLN remains subject to the satisfaction of the conditions precedent set forth therein. The Acquisition is conditional on, inter alia, the grant of certain customary regulatory approvals in Morocco, and Admission.

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