MRG Metals : Appendix 3B

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

MRG METALS LIMITED

Announcement Type

New announcement

Date of this announcement 17/1/2022

The Proposed issue is:

A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
		Maximum Number of
ASX +security code	+Security description	+securities to be issued
MRQ	ORDINARY FULLY PAID	206,388,750
MRQOC	OPTION EXPIRING 30-JUN-2023	119,194,375

Proposed +issue date

20/1/2022

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

MRG METALS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2	Registered Number Type	Registration Number
ACN	148938532
1.3	ASX issuer code
MRQ

1. The announcement is New announcement
2. Date of this announcement

17/1/2022

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

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Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
	Part 7A - Conditions
		7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
		type of issue can proceed on an unconditional basis?
use	No
	Part 7B - Issue details
		Is the proposed security a 'New	Will the proposed issue of this
		class' (+securities in a class that is	+security include an offer of
		not yet quoted or recorded by ASX)	attaching +securities?
personal	or an 'Existing class' (additional	Yes
securities in a class that is already
consideration?
		quoted or recorded by ASX)?
		Existing class
	Details of +securities proposed to be issued
		ASX +security code and description
		MRQ : ORDINARY FULLY PAID
		Number of +securities proposed to be issued
		206,388,750
		Offer price details
		Are the +securities proposed to be issued being issued for a cash
For	Yes
In what currency is the cash	What is the issue price per
		consideration being paid?	+security?
		AUD - Australian Dollar	AUD 0.00800

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

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Proposed issue of securities

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)?

Existing class

only
	Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)
			Details of attaching +securities proposed to be issued
			ASX +security code and description
use		MRQOC : OPTION EXPIRING 30-JUN-2023
	Number of +securities proposed to be issued
		119,194,375
			Offer price details
			Are the +securities proposed to be issued being issued for a cash consideration?
personal		No
	Please describe the consideration being provided for the +securities
			Free attaching to shares.
			Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
			Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that
			class?
			Yes
	Pa t 7C - Timetable
For	7C.1 Proposed +issue date
		20/1/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?

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Proposed issue of securities

		No
		7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%
		placement capacity under listing rule 7.1?
		Yes
only	7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15%
placement capacity under listing rule 7.1?
52321762 Shares
		119194375 Options
		7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's
		additional 10% placement capacity under listing rule 7.1A (if applicable)?
		Yes
		7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's
use	additional 10% placement capacity under listing rule 7.1A?
154066988 Shares
7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer
		under a +security purchase plan in which existing ordinary +security holders would have been eligible to
		participate
		Efficiency and Cost
personal	7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
		No
		7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
		No
	Part 7E - Fees and expenses
		7E.1 Will there be a lead manager or broker to the proposed issue?
		Yes
		7E.1a Who is the lead manager/broker?
		Joint Managers - Pinnacle Equities Pty Ltd and Peak Asset Management
For
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
5% on direct funds raised, 1% on total raised - paid half as cash and half as shares and attaching options on the same
		terms as Placement and 16000000 new MRQOC Options.
		7E.2 Is the proposed issue to be underwritten?
		No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

None

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